THE RECIPIENT’S OBLIGATIONS Sample Clauses
THE RECIPIENT’S OBLIGATIONS. 4.1 In consideration of being granted access to the Personal Data, the Recipient shall:
4.1.1 take reasonable steps to ensure the reliability of the Recipient Personnel and any Third Party Recipients who have access to the Personal Data and use all reasonable endeavours to ensure that such persons have:
(i) sufficient skills and training in the handling of Personal Data;
(ii) comply with the Data Protection Legislation; and
(iii) are only provided access if their use of Personal Data is necessary for the performance of their job function;
4.1.2 implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
4.1.3 comply with all applicable laws including but not limited to the Data Protection Legislation in relation to all processing of the Personal Data;
4.1.4 not process the Personal Data for any purposes other than the Purposes;
4.1.5 not disclose the Personal Data to any third parties other than any Third Party Recipients and ensure that any Third Party Recipients are subject to obligations equivalent to those of the Recipient under this agreement;
4.1.6 comply with any other obligations of the Recipient set out in Annex 1;
4.1.7 not cause or permit the Personal Data to be transferred outside of the UK and European Economic Area (to the extent that it remains subject to a valid ‘adequacy decision’) without ensuring that the transfer complies with the requirements of Chapter V of the UK GDPR; and
4.1.8 permit the Disclosing Party (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit the Recipient's data processing and/or controlling activities and comply with all reasonable requests or directions by the Disclosing Party to enable the Disclosing Party to verify and/or procure that the Recipient is in full compliance with its obligations under this agreement.
4.2 Each party shall only retain the Personal Data for as long as is necessary for the Purposes.
4.3 The provisions of this clause 4 shall survive the termination of this agreem...
THE RECIPIENT’S OBLIGATIONS. You should:
(a) Give instructions that allow the Provider to do their work properly.
(b) Not ask the Provider to work in an improper or unreasonable way.
(c) Not deliberately mislead the Provider.
(d) Co-operate with the Provider when asked.
(e) Go to any medical or expert examination when asked to do so by the Provider or the opponents.
(f) Subject to clause 3(a), accept the Provider’s professional opinion given in good faith if they believe objectively that you are unlikely to win.
(g) Subject to clause 3(a), accept the Provider’s professional opinion given in good faith about making a settlement with the opponents.
THE RECIPIENT’S OBLIGATIONS. 5.1. In consideration of being granted access to the Personal Data, the Recipient shall:
5.1.1. take reasonable steps to ensure the reliability of the Recipient Personnel and any Third Party Recipients who have access to the Personal Data and use all reasonable endeavours to ensure that such persons have sufficient skills and training in the handling of Personal Data and comply with the Data Protection Legislation;
THE RECIPIENT’S OBLIGATIONS the Recipient must comply with all of the following obligations in relation to each piece of Confidential Information of the Discloser in the possession of the Recipient from time to time (for the period indicated in item 43.5)
(a) Non-disclosure (subject to item 43.5) The Recipient • Must keep that Confidential Information strictly in confidence, and • Must not disclose it or make it available to third parties.
(b) Not to misuse • The Recipient must not copy, modify, reverse engineer or otherwise use that Confidential Information for any purpose other than for legitimate purposes connected with the relevant Services. • Without limiting the above, the Recipient must not use that Confidential Information to conduct any venture (whether for profit or otherwise) independently of the Discloser.
(c) Not to direct others The Recipient must not direct or assist any person to do anything in breach of the rest of this item 43.4.
(d) Comply with the Law The Recipient must comply with relevant Law in relation to the keeping, disclosure or use of that Confidential Information.
THE RECIPIENT’S OBLIGATIONS. 4.1 The Recipient shall ensure that any key milestones, key performance indicators and outcomes detailed in Schedule 1 are achieved by the dates specified.
4.2 The Recipient shall continue to perform all of its obligations under this Agreement and shall not suspend the delivery of the Project notwithstanding:
4.2.1 any ongoing or unresolved dispute;
4.2.2 any failure by the Funder to pay the Grant, or part of it, to the Recipient due to any acts or omissions by the Recipient; and/or
4.2.3 any failure by a third party to make a contribution towards the Project
4.3 Neither the Recipient nor its Personnel shall in any circumstances hold themselves out as being the agent or employee of the Funder, or purport to enter into any contract on behalf of the Funder, nor bind the Funder to any undertaking, unless otherwise expressly agreed in writing by the Funder (in its absolute discretion).
4.4 The Recipient shall be registered, certified, authorised, licenced and/or permitted, by any relevant Regulatory Bodies, at a standard/level acceptable to the Funder, to undertake its business and deliver the Project and shall remain registered, certified, authorised, licenced and permitted throughout the Agreement Period with any relevant Regulatory Bodies.
4.5 The Recipient shall comply with the standards and other requirements which are set out in all relevant current and future statutory provisions, codes of practice, statutory or regulatory guidelines and Good Industry Practice applicable to its business and/or the delivery of the Project that apply whether directly or indirectly to this Agreement whether or not set out in Schedule 1 or otherwise within this Agreement.
4.6 The Recipient shall: • comply at all times and in all material respects with all of the Funder’s Policies relevant to the delivery of the Project (as determined by the Funder in its absolute discretion); • in performing its obligations under this Agreement comply with and shall ensure that each of its Subcontractors shall comply with all applicable laws, statutes, regulations and codes (as amended from time to time) in force in relation to the Project.
4.7 The Recipient shall ensure that all information, data (whether personal or otherwise) is provided to the Funder in strict compliance with the Council’s statutory obligations and shall retain this information for a minimum of seven (7) years upon expiry of the Grant Period.
THE RECIPIENT’S OBLIGATIONS. The Recipient shall complete the Project, expending no less than $19,000.00 of its own funds on such Project (the “Matching Funds”) and the Recipient shall report to the County as described under Item 3 below.
THE RECIPIENT’S OBLIGATIONS. 2.1 The Recipient shall use the Confidential Information only for the Purpose and not disclose any of the Confidential Information to any third party or make it publicly available or accessible in any way without the Disclosing Party’s prior written consent.
2.2 Notwithstanding Clause 2.1, the Recipient shall be permitted by the Disclosing Party to disclose or communicate the Confidential Information to the judges of the CIPTA 2023 Competition only for the Purpose as stated in this Agreement.
2.3 Confidential Information of the Disclosing Party may not be copied or reproduced, in any way (including without limitation, store in any computer or electronic system), by the Recipient without the Disclosing Party’s prior written consent.
THE RECIPIENT’S OBLIGATIONS. 5.1. In consideration of being granted access to the Personal Data, the Recipient will:
5.1.1. take reasonable steps to ensure the reliability of the Recipient Personnel and any Third Party Recipients who have access to the Personal Data and use all reasonable endeavours to ensure that such persons have sufficient skills and training in the handling of Personal Data and comply with the Data Protection Legislation;
5.1.2. implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
5.1.3. comply with all applicable laws including but not limited to the Data Protection Legislation in relation to all processing of the Personal Data;
5.1.4. not process the Personal Data for any purposes other than the Purposes;
5.1.5. not disclose the Personal Data to any third parties other than any Third Party Recipients and ensure that any Third Party Recipients are subject to obligations equivalent to those of the Recipient under this agreement;
5.1.6. comply with any other obligations of the Recipient set out in Annex 1;
5.1.7. not cause or permit the Personal Data to be transferred outside UK without the Disclosing Party's prior written consent; and
5.1.8. permit the Disclosing Party (subject to reasonable and appropriate confidentiality undertakings) to inspect and audit the Recipient's data processing and/or controlling activities and comply with all reasonable requests or directions by the Disclosing Party to enable the Disclosing Party to verify and/or procure that the Recipient is in full compliance with its obligations under this agreement.
5.2. Each party will only retain the Personal Data for as long as is necessary for the Purposes.
5.3. In the event that this agreement is terminated, the recipient is required to meet the requirements as set out in section 5 (until all data shared with the recipient is securely destroyed).
THE RECIPIENT’S OBLIGATIONS. In consideration of APA Group paying to the Recipient the Funding, the Recipient agrees that it will:
1. ensure that it is, at all times, acting in compliance with all laws regulating the actions of their legal entity in Australia, including, but not limited to, meeting all requirements of the Australian Tax Office and any relevant state fundraising body, the Queensland Work Health and Safety Regulation 2011 and relevant health and safety obligations;
2. apply all money granted by APA Group pursuant to this Agreement to the Initiative and advise APA Group of any unspent money from the Funding to agree an alternative use for the funds or arrange for the unspent funds to be returned to APA Group;
3. diligently and in good faith act to safeguard the reputation of APA Group and its Related Entities while executing its obligations under the terms of this Agreement;
4. provide any marketing or promotional material or support requested by APA Group (including but not limited to, participating in media events related to the Initiative);
5. advise APA Group of major changes to the Initiative, including changes relating to any of the following: . Timing of the Initiative
a. Possible reputation risk b. Conflict of interest c. Cost overspend
d. Organisational changes that will affect the Initiative; and
6. notify APA Group immediately if it is unable to fulfil any of its obligations in accordance with above clauses 3.6 (1)-(5) above or otherwise under this Agreement.
THE RECIPIENT’S OBLIGATIONS. The Recipient covenants and agrees that:
(a) The Recipient shall not, except as expressly authorized or directed by ICE, use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information belonging to ICE or any third party.
(b) The Recipient shall not disclose any Confidential Information to any person or entity, except to the Recipient’s representatives who (i) strictly need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose of this Agreement; (ii) are informed in writing by the Recipient of the confidential nature of the Confidential Information and the existence and terms of this Agreement; and (iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement (hereinafter, the “Authorized Parties”). The Recipient shall maintain a list of the Authorized Parties to whom Confidential Information has been disclosed (which list shall be provided to ICE upon request).
(c) The Recipient acknowledges that ICE is a publicly-traded company with its common stock trading on the New York Stock Exchange under the ticker symbol “ICE”. The Recipient further acknowledges that (i) it is aware that the United States securities laws prohibit any person who has material, non-public information about a company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities, and (ii) it is familiar with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder to the extent they relate to the matters referred to in this Agreement. The Recipient will not use or permit any third party to use any Confidential Information of ICE in contravention of the United States securities laws including, without limitation, the Exchange Act or any rules and regulations promulgated thereunder.
(d) In the event that the Recipient is required by applicable federal, state, or local law, regulation or a valid order issued by a court or governmental agency of competent jurisdiction to disclose any of the Confidential Information of ICE, the Recipient shall provide ICE with prompt oral and written notice, unless notice is prohibited by law (in which case such notice shall be provided as earl...