Supplier Obligations. (a) Supplier shall not access (including remote access), copy, use or other process any Personal Information to be less than expressly necessary for the provision of the services subject to this Purchase Order. Supplier will ensure that the Supplier that all its obligations in relation to the processing of Personal Information by force of this Purchase Order are applied employees and representatives.
(b) Supplier shall process the Data from the Novartis on your behalf only through the novartis' express instructions and will process such data exclusively for the purposes set out in this Purchase Order and in the form necessary for the implementation of the services contracted herein.
(c) Where supplier is obliged to disclose any Personal Information and/or Personal Information Novartis obtained under this purchase order, due to the request for competent authority, it shall communicate immediately to Novartis on this request and always get your consent to any disclosure.
(d) Supplier shall ensure strict confidentiality of Novartis Data and/or Personal Information to which you have had access during the execution of the services now contracted and not transmit or otherwise disclose this Data and/or Personal Information to third parties.
(e) Supplier may not subcontract or transfer to third parties the rights and obligations assumed through this Purchase Order without the prior written consent of the Novartis. Novartis will authorize the subcontracting or transfer only if the Supplier to establish with the subcontractor a written agreement by assigning to the subcontractor the rights and obligations assigned to it, under this Purchase Order. No notwithstanding the foregoing, the Supplier will remain fully responsible for the fulfillment of its obligations and the subcontractor, under this Purchase Order.
(f) Supplier shall comply with all obligations relating to the Data Security of the Novartis and/or Personal Information to which have access, equivalent to those imposed on the Novartis, and shall adopt and implement all technical and organizational measures to adequately protect Novartis Data against any change, use and disclosure not accidental loss or destruction or illegal.
(g) Supplier shall, upon Novartis request or at the end of this Purchase Order, destroy or return to Novartis all Personal Information and/or Personal Data of Novartis collected, stored and processed in the scope of this Purchase Order as well as all materials or documents generated or...
Supplier Obligations.
6.1 The Supplier warrants, undertakes and represents that:
6.1.1 the Deliverables will conform with the Specification;
6.1.2 the Goods will be fit for their intended purpose expressly or impliedly made known to the Supplier;
6.1.3 its obligations under this Agreement will be performed promptly and diligently and with due skill and care, and in accordance with Good Industry Practice by appropriate numbers of skilled, trained and efficient personnel with sufficient knowledge and experience to enable it to perform the obligations;
6.1.4 the Deliverables comply with applicable laws and regulations;
6.1.5 the Deliverables comply with all relevant British Standards Institution specifications and EN Eurocodes;
6.1.6 the Deliverables will be free from all defects in materials, workmanship and (where required) installation;
6.1.7 that the Deliverables will not cause an infringement of any IPR of any third party resulting from their use or resale
6.1.8 the Goods will be free from any lien, charge or encumbrance;
6.1.9 any Deliverables will conform to the quantity, description and drawings (if any) contained or referred to in the Purchase Order;
6.1.10 it shall ensure that at all times it holds and maintains all the licences, permissions, authorisations, consents, permits and regulatory approvals that are necessary to perform its obligations under the Agreement;
6.1.11 all information provided by or at the direction of the Supplier is true, complete and accurate; and
6.1.12 it shall, and shall procure that its Subcontractors shall, demonstrate to Tetris Projects that they maintain policies to protect and promote good labour standards in their supply chains.
6.2 The Supplier shall be responsible for ensuring the timely completion, submission and certification of all documentation required to comply with Statutory Requirements (including, but not limited to building control certification) or otherwise as set out in the Purchase Order. Provision of such documentation shall be a condition precedent to payment of any and all sums due to the Supplier following the date such documentation is required (or reasonably inferred as being required) and the parties agree that certification of completion of the Deliverables will not be granted unless and until such documentation has been submitted and certified by the relevant authorities (where appropriate).
6.3 Where the approval of standard and quality is a matter for the opinion of the Client, the Deliverables shall be subjec...
Supplier Obligations. At all times during the Term, the Supplier is required to:
(a) comply with dairy licensing requirements and must harvest and hold Milk in an approved dairy premises and comply with the relevant State Food Authority licence conditions and regulations;
(b) take all reasonable steps to ensure the health and safety of Tatura staff and Tatura’s contracted tanker drivers while they are on the Farms;
(c) provide safe and suitable access to allow an easy entrance and exit for Tatura’s contracted tankers to and from the Farms and efficient collection of the Milk from the Farms;
(d) comply with all applicable laws, regulations and mandatory codes, including but not limited to those in relation to occupational health and safety, employment and workplace relations, modern slavery, environmental management, waste management and animal welfare; and
(e) take all reasonable steps to avoid the use of GMO feeds and feed products. A failure by the Supplier to comply with any of the above obligations may result in the suspension of this Agreement in accordance with section 6.6(c) or, subject to section 7.1(b), termination of this Agreement.
Supplier Obligations. 5.1 Where requested to do so by the Authority pursuant to this Agreement, the Supplier shall:
5.1.1 provide the Services; and
5.1.2 deliver the Deliverables to the Authority in accordance with the Assurance Process and the relevant Project Plan, in accordance with this Agreement and shall allocate sufficient resources to the Project to enable it to comply with these obligations.
5.2 The Supplier shall:
5.2.1 co-operate with the Authority in all matters relating to the Services and the Project;
5.2.2 appoint the Supplier's Team, who shall be suitably skilled, experienced and qualified to carry out the Services;
5.2.3 appoint and, at the written request of the Authority, replace without delay the Key Personnel and/or any member of the Clinical Team;
5.2.4 procure the availability of the Key Personnel and the Clinical Team to provide the Services during the Term and ensure (to the extent possible) that the members of the Clinical Team remain involved with those aspects of the Project to which they contribute;
5.2.5 promptly inform the Authority of the absence (or anticipated absence) of any of the Key Personnel or member of the Supplier's Team material to the supply of the Services. If the Authority requires, the Supplier shall provide a suitably qualified replacement;
5.2.6 not make any changes to the Key Personnel or the Clinical Team without the prior written approval of the Authority (such approval not to be unreasonably withheld or delayed); and
5.2.7 ensure that the Supplier's Team use reasonable skill and care and comply with Good Industry Practice in the performance of the Services.
5.3 The Supplier shall:
5.3.1 notify the Authority as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; and
5.3.2 before the date on which the Services are to start, obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to:
5.3.2.1 the Services; and
5.3.2.2 the use of all Documents, information and materials provided by the Supplier or its agents, subcontractors, consultants or employees relating to the Services or the Deliverables which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications or any of the pre-existing materials specified in the Project Plan.
5.4 The Supplier shall meet the Project Milestones specified in the Project Plan. Where the Supplier fails to meet any Delivery Mil...
Supplier Obligations. 3.1 The Supplier shall:
(a) provide the Goods and Services with all due care, skill and diligence and in accordance with Good Industry Practice;
(b) provide the Services so as to meet or exceed the Service Levels;
(c) ensure that all and any personnel involved in delivery of the Goods and performance of the Services carry out their roles in an orderly manner (having regard to the nature of the duties being performed by them), that such personnel are at all times polite, presentable, of good personal hygiene and respectful to the Company, its employees and other suppliers and customers and to members of the public and that they carry out their duties in such a way as to cause no unreasonable or unnecessary disruption to the business of the Company; and
(d) prepare such reports and provide such information in relation to the Services as the Company may reasonably require.
3.2 The Services shall be provided in accordance with any Service Provision Instructions. If no times are stated in the Service Provision Instructions then the Service Provision Instructions shall be deemed to be that the Services are provided between 9am and 5pm commencing on the fifth Business Day following the date of the relevant Order until the Services have been completed to the satisfaction of the Company.
3.3 The Goods shall be delivered in accordance with any Delivery Instructions. If no time for delivery is stated in the Delivery Instructions then the Delivery Instructions shall be deemed to be that the Goods are delivered between 9am and 5pm on the fifth Business Day following the date of the relevant Order.
3.4 The parties agree that time of delivery of the Goods and Services is of the essence.
3.5 The Supplier shall not deliver Orders by instalments without the Company's prior written consent. Where Orders are to be delivered by instalments, they shall be invoiced and paid for separately, unless otherwise notified in writing between the parties. References in this Agreement to Orders shall, where applicable, be read as references to each instalment of such Order.
3.6 Without prejudice to any other rights or remedies the Company may have, if Goods and/or Services are not delivered in accordance with the appropriate Delivery Instructions and/or Service Provision Instructions (as appropriate) then the Company may:
(a) refuse to accept any subsequent attempted delivery of the Order;
(b) terminate such Order with immediate effect; and/or
(c) obtain substitute products and/or service...
Supplier Obligations. Supplier shall provide to EY for the benefit of EY (and where applicable other EY Network Members) the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY and the EY Network Members, where applicable, a, non-exclusive, irrevocable, enterprise-wide, worldwide, fully-paid, non-transferable licence, for a perpetual term to: (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentation) for back-up, testing, training, disaster recovery archival, and non- production purposes; and (iii) grant a sub-licence to third parties to access, configure and use the Licenced Items in the provision of services to EY and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs or (v) the location of equipment on which the Licensed Items may be used. EY and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor.
(i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and ot...
Supplier Obligations. Supplier will (and will procure that any Authorized Sub-Processor will):
a) Process Personal Data only on documented instructions from UL Solutions, including the Agreement. Supplier will immediately inform the controller if, in its opinion, an instruction infringes the Data Protection Legislation or other data protection provisions;
b) will Process Personal Data only to the extent required to provide the Services;
c) not Process Personal Data for any purpose other than for the business purposes specified in Agreement or otherwise retain, use or disclose Personal Data outside of the direct business relationship between UL Solutions and Supplier.
d) not permit any Processing of Personal Data of (i) subject to European Data Protection laws outside the European Economic Area, Switzerland and/or the United Kingdom, or (ii) Chinese residents outside the PRC, in each case, without UL Solutions prior written consent which may be subject to conditions at UL Solutions’ discretion (unless Supplier or Authorized Sub-Processors are required to transfer the Personal Data, to comply with applicable laws and such laws prohibit notice to UL Solutions on public interest grounds);
e) ensure that any person authorized to process the Personal Data: (a) have committed themselves to appropriate contractual confidentiality obligations or are under an appropriate statutory obligation of confidentiality; (b) Processes the Personal Data solely on behalf and in accordance with the instructions from UL Solutions; and (c) are appropriately reliable, qualified, and trained in relation to their Processing of Personal Data;
f) implement (and assist UL Solutions to implement) technical and organizational measures to ensure a level of security appropriate to the risk presented by Processing the Personal Data, in particular from accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data transmitted, stored, or otherwise processed, and comply with the UL Solutions Supplier Minimum Security Requirements set forth in Exhibit A to the Agreement;
g) in the event that Supplier becomes aware of any actual or suspected (i) breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data (ii) unauthorized access, acquisition, disclosure, or use of Personal Data, or (iii) any breach of security with respect to Supplier’s (including its subcontractors’) systems that store or...
Supplier Obligations. 2.2.1 Supplier shall provide a firm supply of Electric Generation Service (subject to the terms of the appropriate transmission and/or distribution tariffs) sufficient to serve the full requirements of Program Participants. Supplier shall arrange for the delivery of Electric Generation Service in accordance with the requirements of the LDC and/or PJM ISO according to the rules, regulations, and tariffs governing Third Party Supply Service. These requirements may include electric energy, capacity, network transmission, ancillary services, losses, scheduling, PJM ISO administration fees and RPS compliance costs. Notwithstanding the foregoing, Supplier is not responsible for the performance or failure to perform of the provider of such transmission, distribution, or ancillary services, or the consequences of such performance or failure to perform.
Supplier Obligations. Supplier agrees:
a) To use the same degree of care, but never less than a reasonable degree of care, to prevent unauthorized use, dissemination or publication of the Personal Data, as it uses to protect its own information of similar nature, and will implement any technical and organizational measures to protect Personal Data which are required by the Applicable Law.
b) To implement appropriate technical and organizational measures to protect Personal Data against (i) accidental or unlawful destruction or loss, (ii) unauthorized disclosure or access, in particular where processing involves the transmission of Personal Data over a network,
Supplier Obligations. Without limiting its obligations under Section 2, Supplier shall:
(a) Process such Personal Data only in accordance with the instructions that are set forth in this Agreement and Exhibit 1 to this Appendix or are otherwise agreed to by the Parties in writing including as to the subject-matter and duration of the Processing, the nature and purpose of the Processing, the type of Personal Data and categories of Data Subjects;
(b) ensure that Supplier’s employees, agents and contractors who Process such Personal Data are subject to written obligations of confidentiality;
(c) implement the technical and organizational security measures that are set forth in this Agreement and Exhibit 1 to this Appendix to ensure a level of security appropriate to the risk, taking into account: (i) the state of the art, costs of implementation, nature, scope, context and purposes of the Processing; and (ii) the risks of accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to such Personal Data that is Processed with respect to all Processing of Personal Data;
(d) not have such Personal Data Processed by another natural or legal person except to the extent that Supplier has: • received the prior specific or general written authorization of AT&T for such Processing; • imposed on such other natural or legal person data protection obligations that are the same in all material respects as those set forth in this Appendix, to the extent required pursuant to Data Privacy Laws; • with respect to Sub-Data Processors for which Supplier has received general written authorization, informed AT&T in writing of any changes concerning the addition or replacement of such Sub-Data Processors and obtained AT&T’s written consent prior to allowing Processing by such Sub-Data Processor;
(e) notify AT&T in writing through its business contact of any communications or requests in relation to Personal Data received from Data Subjects, Supervisory Authorities or other third parties without undue delay following receipt of such communications or requests. Supplier shall provide such notices via e-mail to its business contact with a copy to xxxxxxxxxxxxx@xxx.xxx with the subject line stating “URGENT—Personal Data Related.”
(f) taking into account the nature of Supplier’s Processing activities, assist AT&T at AT&T’s reasonable request to enable the (i) Data Controller to fulfill its obligations to respond to requests by Data Subjects in relation to their rights under D...
