Common use of The Parties Obligations Clause in Contracts

The Parties Obligations. 5.1 The Supplier shall provide the Services in accordance with the terms of this Agreement and the Services will be performed: 5.1.1 with all due skill, care and diligence; 5.1.2 in compliance with the Service Levels and Good Industry Practice; and 5.1.3 so as to conform with all Applicable Law relating to the provision of the Services. 5.2 The Supplier will not be liable under this clause 5 or be required to remedy any problem arising from or caused by the Customer’s use of the Services in a manner other than in accordance with this Agreement or as directed by the Supplier. 5.3 The Supplier does not warrant, guarantee, or represent that the Services will be continuously available or free from errors and interruptions and the Supplier may be dependent upon Third-Party Suppliers when providing the Service. 5.4 Notwithstanding any other provisions of this Agreement but subject to clause 10.2, the Supplier shall not be liable to the Customer in contract, tort (including negligence) or otherwise for the actions of any Third-Party Supplier that affect or otherwise impact upon the provision of the Services. 5.5 The Customer shall be responsible for the safe keeping and proper use of the Services and Equipment and the Customer undertakes in particular: 5.5.1 to use the Services in accordance with the terms of this Agreement, manufacturers recommendations and any reasonable operating instructions as may be notified to the Customer by the Supplier from time to time; 5.5.2 to comply with Applicable Law and Good Industry Practice; 5.5.3 not to use the Services fraudulently or in connection with a criminal offence or in any way that is unlawful; 5.5.4 at its own expense, obtain all relevant licences, permissions, authorisations, registrations and approvals required in connection with or necessary for the use of the Services from the appropriate legislative, regulatory or advisory body and shall provide copies of the same upon reasonable request. 5.6 The Customer acknowledges and agrees that it is the sole responsibility of the Customer to set up and maintain appropriate security measures for use of the Services and/or Equipment, including but not limited to: 5.6.1 protecting all passwords and mitigating exposure to any suspected or known security breach by resetting passwords, requesting that accounts are disabled and reporting incidents to the Supplier; 5.6.2 maintaining security and confidentiality of authentication details for online service portals and other services; 5.6.3 employing security devices, including virus checking software; 5.6.4 adequate resilience to protect against loss or connectivity of Services, such as backing up all data, disaster recovery procedures and appropriate power supply; and 5.6.5 secure implementation and management of the Customer’s systems including any Customer Equipment to identify and mitigate exposure to theft, fraud and/or deception. 5.7 Where the Customer is or becomes aware of any matters which it knows or ought reasonably to be expected to know constitutes a threat or breach of security, theft, fraud and/or deception (whether actual or attempted) in relation to the use of the Services and/or Equipment, the Customer will immediately advise the Supplier of such matters and where necessary shall report such incidents to the Police.

The Parties Obligations. 5.1 The Supplier 2.1 Subject to clause 2.6, the Manufacturer shall provide Manufacture and supply to the Services Customer such quantities of the Product as ordered by the Customer in accordance with clause 4 using due care and skill and in accordance with: 2.1.1 the terms of this Agreement and the Services will be performed: 5.1.1 with all due skill, care and diligenceAgreement; 5.1.2 in compliance with 2.1.2 the Service Levels and Good Industry PracticeSpecifications; 2.1.3 the Quality Agreement; and 5.1.3 so as to conform 2.1.4 all Applicable Laws. 2.2 The Manufacturer shall, in performing its obligations under this Agreement, comply with all Applicable Law Laws relevant to the Manufacture of the Product and the sale and supply of the Product under this Agreement. 2.3 Each party shall cooperate with the other party to enable the other party to carry out its obligations in accordance with this Agreement. In particular, the Customer shall provide such assistance, information or cooperation as the Manufacturer may reasonably request in connection with its regulatory obligations relating to the provision of the Services. 5.2 this Agreement. The Supplier will Manufacturer shall not be liable under this Agreement for any failure to perform its regulatory obligations to the extent such failure results from the acts or omissions of the Customer. 2.4 The Manufacturer agrees to Manufacture and supply the Product exclusively in the Field for the Customer and its Affiliates during the Term. The Customer agrees to procure all of its, and its Affiliates’, demand for Products exclusively from the Manufacturer during the Term, provided however, that this exclusivity shall terminate upon the exercising by Customer of the technology transfer option set forth in clause 5 or 22, but in no event prior to the date set forth in clause 22.1.3. 2.5 The Manufacturer shall be required entitled to suspend the Manufacture and supply of the Product to the Customer if (a) the Customer becomes subject to any of the events listed in clause 21.2.3; (b) the Customer is in material breach of any of its obligations under this Agreement and that breach is capable of remedy but the Customer has failed to remedy that breach within [***] days after receiving written notice identifying the alleged material breach and requiring it to remedy that breach; or (c) the Customer fails to pay any problem arising from or caused by the Customer’s use of the Services in a manner other than in accordance with amount due under this Agreement or as directed by on the Supplier. 5.3 The Supplier due date for payment and does not warrant, guarantee, or represent that the Services will be continuously available or free from errors and interruptions and the Supplier may be dependent upon Third-Party Suppliers when providing the Service. 5.4 Notwithstanding any other provisions pay such amount within [***] days of this Agreement but subject to clause 10.2, the Supplier shall not be liable a notice to the Customer in contractwriting requesting it to do so, tort (including negligence) or otherwise for except to the actions of any Third-Party Supplier that affect or otherwise impact upon extent such amount is disputed in good faith. The Manufacturer shall promptly resume the provision Manufacture and supply of the Services. 5.5 The Customer shall be responsible for the safe keeping and proper use of the Services and Equipment and the Customer undertakes in particular: 5.5.1 to use the Services in accordance with the terms of this Agreement, manufacturers recommendations and any reasonable operating instructions as may be notified Product to the Customer by once the Supplier from time relevant issue has been resolved to timethe Manufacturer’s reasonable satisfaction. 2.6 The Manufacturer shall obtain the Customer’s written consent (such consent not to be unreasonably withheld, delayed or conditioned) prior to: 2.6.1 changing the Manufacturing Site; 5.5.2 2.6.2 effecting any change that constitutes or requires a change to comply with Applicable Law and Good Industry Practice;the Specifications; or 5.5.3 not to use 2.6.3 changing any part of the Services fraudulently or in connection with a criminal offence or in any way that is unlawful; 5.5.4 at its own expense, obtain all relevant licences, permissions, authorisations, registrations and approvals required in connection with or necessary manufacturing process for the use of the Services from the appropriate legislative, regulatory or advisory body and shall provide copies of the same upon reasonable request. 5.6 The Customer acknowledges and agrees that it is the sole responsibility of the Customer to set up and maintain appropriate security measures for use of the Services and/or EquipmentProducts, including but not limited toto substituting, changing the terms of or Specifications in relation to any Sub-contractors or suppliers. 2.7 Except as otherwise provided in this Agreement, in relation to any costs, expenses or similar amounts that may be payable in connection with this Agreement: 5.6.1 protecting all passwords 2.7.1 each party will bear its own internal costs in relation to its compliance with, and mitigating exposure to any suspected or known security breach by resetting passwordsperformance of, requesting that accounts are disabled and reporting incidents to the Supplier; 5.6.2 maintaining security and confidentiality of authentication details for online service portals and other services; 5.6.3 employing security devices, including virus checking software; 5.6.4 adequate resilience to protect against loss or connectivity of Services, such as backing up all data, disaster recovery procedures and appropriate power supplythis Agreement; and 5.6.5 secure implementation and management of the Customer’s systems including 2.7.2 each party will bear any Customer Equipment to identify and mitigate exposure to theft, fraud and/or deception. 5.7 Where the Customer is or becomes aware of any matters which it knows or ought reasonably to be expected to know constitutes a threat or breach of security, theft, fraud and/or deception (whether actual or attempted) Third Party costs incurred in relation to matters for which that party is responsible under Schedule 4, including as set out in the use funding provisions of such Schedule, or otherwise in this Agreement; provided that to the extent that one party assists the other party to perform that other party’s responsibilities and wishes to instruct a Third Party in connection with such assistance, the first party shall not instruct such Third Party without the prior written consent of the Services and/or Equipmentother party, the Customer which will immediately advise the Supplier of such matters and where necessary shall report such incidents to the Policenot be unreasonably withheld, delayed or conditioned.