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. 4.1 The Supplier warrants that during the Term the Mobile App shall perform materially in accordance with the Service Description.
4.2 The Supplier shall perform its obligations under this Agreement in compliance with all applicable laws.
4.3 The Supplier shall use reasonable endeavours to ensure the Mobile App is available on a 24/7 basis, but the Supplier makes no representation, and gives no warranty or undertaking, that the operation or availability of the Mobile App will be uninterrupted or error-free.
4.4 If the Supplier fails to comply with the warranty at Clause 4.1, it shall use its reasonable endeavours to rectify, repair or correct such failure within a reasonable time. The warranty at Clause 4.1 shall not apply to the extent of any non-conformance, including unavailability, which is caused by: (a) the Customer’s breach of this Agreement; (b) use of the Mobile App contrary to the Supplier’s instructions; or (c) modification or alteration of the Mobile App by any party other than the Supplier or authorised Supplier Personnel.
4.5 The Customer acknowledges that the Supplier and/or the Supplier Personnel may from time to time carry out routine and emergency maintenance of the Mobile App. The Customer may be unable to access the Mobile App during any period in which routine or emergency maintenance is being carried out, though the Supplier will use its reasonable endeavours to keep disruption to and unavailability of the Mobile App to a minimum.
4.6 Without limitation to Clause 17.1 (Force Majeure), the Customer acknowledges that the Supplier has no direct control over the availability of bandwidth over the entirety of the internet and that, while the Supplier will use such endeavours as the Supplier deems appropriate to facilitate the Mobile App, the Supplier shall not be responsible for delays caused by such unavailability.
4.7 Except as expressly provided in this Agreement, the Mobile App and the Information are provided “as is” and to the extent permitted by law, the Supplier disclaims all other conditions, warranties, representations, undertakings or other terms which might have effect between the parties with respect to the Mobile App and the Information, or be implied or incorporated into this Agreement, whether by statute, common law, custom or otherwise, including any implied conditions, warranties, undertakings or other terms relating to satisfactory quality, reasonable skill and care, fitness for any particular purpose, ability to achieve...
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. 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. 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. The Supplier shall process Protected Data only in accordance with L&P’s documented instructions. These may be specific instructions or instructions of a general nature as set out or provided for in the Agreement. For the avoidance of doubt, nothing in this Schedule shall prevent the Supplier from processing Protected Data where it is required to do so under applicable EU or English law. In such circumstances, the Supplier shall notify L&P in advance of that legal requirement unless applicable law prohibits such notification on important grounds of public interest. The Supplier shall inform L&P immediately if, in its reasonable opinion, an instruction issued in accordance with paragraph 2.1 would result in either Party breaching Data Protection Legislation. All Protected Data shall be treated as strictly confidential by the Supplier and may not be copied, disclosed or processed in any way (i) without the express authority of L&P or (ii) unless required by law or any relevant regulatory body (as described in paragraph 2.1 above). The Supplier warrants that all individuals who it authorises to process Protected Data on behalf of L&P, including employees and contractors, are obliged to protect the confidentiality of such Protected Data. Where the Supplier processes Protected Data (whether stored in the form of physical or electronic records) on behalf of L&P it shall: process Protected Data only to the extent, and in such a manner, as is necessary in order to comply with its obligations under the Agreement; implement appropriate technical and organisational measures to protect the Protected Data against unauthorised or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure in compliance with obligations set out in Data Protection Legislation, including, where appropriate: the pseudonymisation and encryption of Protected Data; ensuring ongoing confidentiality, integrity, availability and resilience of processing systems and services; restoring the availability and access to Protected Data in the event of a physical or technical incident; and regularly testing, assessing and evaluating the effectiveness of technical and organisational measures for ensuring security of the processing; in furtherance of its obligations in paragraph 2.5.2, implement and maintain as a minimum the security measures set out in the Data Processing Particulars; if so requested by L&P, within a reasonable timeframe supply details of the technical a...
