Common use of THE RECIPIENT’S OBLIGATIONS Clause in Contracts

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 agreement, however arising.

THE RECIPIENT’S OBLIGATIONS. 4.1 In consideration 3.1 The Recipient must: (a) achieve Completion of being granted access the Project within [twelve months] of the Start Date; (b) achieve each Eligible Activity Milestone by its respective Eligible Activity Milestone Date to the Personal Datasatisfaction of the Department; (c) comply with the Special Conditions to the satisfaction of the Department; (d) exercise due care and skill in carrying out the Project; (e) only claim Funding for Eligible Activity Costs and, where relevant, use the Recipient shall:Funding for the purpose of carrying out the Eligible Activities and for no other purpose; 4.1.1 take reasonable steps to ensure (f) operate commercially in the reliability Specified Region throughout the Term; (g) be registered by GST and have an Australian Business Number; (h) effect and maintain the insurances specified in Item 9 of the Reference Schedule covering all contractors, sub-contractors, employees, licensees and invitees of the Recipient Personnel in respect of the Project and any Third Party Recipients who produce evidence that such insurances have been effected and maintained to the Department at the time of making each Payment Claim and upon request by the Department; (i) submit to the Department the Progress Report(s): (i) with each Payment Claim; and (ii) within 10 Business Days following a request by the Department, containing, at a minimum, the information set out in item 2 of Schedule 3, signed by the Recipient's chief executive officer (or equivalent); (j) submit to the Department the Completion Report with the Recipient's final Payment Claim for the last Eligible Activity forming the Project, in accordance with (k) submit to the Department the Post Completion Report 12 months after the final Eligible Activity Milestone Date for the last Eligible Activity, in the format notified by the Department, in writing; (l) provide to the Department reporting and information (additional to the Progress Reports) in respect of the Project (and each Eligible Activity) and the Recipient's compliance with this Agreement, as reasonably requested by the Department; (m) own or have lawful rights to Intellectual Property for the product and/or service that the Recipient is undertaking as part of the Project and make it available for the Project; (n) keep proper and adequate Books of Account in relation to the Funding and the Project; (o) record all expenditure relating directly or indirectly to, the Project, separate from all other income and expenditure of the Recipient; (p) if required by the Department, at the end of the Project and at the expense of the Recipient, have its Books of Account audited in relation to the Funding and each Eligible Activity (including expenditure on Ineligible Activity Costs) and provide a copy of the audited accounts to the Department by the date specified by the Department by written notice to the Recipient; (q) if requested by the Department arrange for an authorised representative of the Recipient to attend an interview with the Department to discuss the outcomes of the Project; (r) upon 3 Business Days’ notice permit and provide persons (Auditors) nominated by the Department access at all reasonable times to the Recipient’s premises, books, records, documents, computer systems, equipment and other property to verify compliance by the Recipient with its obligations under this Agreement; (s) if the Recipient is required to permit and provide access to Auditors in accordance with paragraph (r), permit the Personal Data Auditors to make copies of books, records, documents and use all reasonable endeavours other materials, and provide the Auditors with the necessary facilities to ensure that such persons haveenable them to do so; (t) immediately notify the Department in writing when it becomes aware of any of the following: (i) sufficient skills and training any actual or proposed material change which affects, or may affect, the Recipient (including, but not limited to, any actual or proposed change in control of the handling Recipient, any change in key personnel of Personal Datathe Recipient or a proposed change of a Nominated Subcontractor); (ii) comply with the Data Protection Legislationoccurrence or likely occurrence of any delay or failure to meet an Eligible Activity Milestone; and (iii) any matters that relate to, or may be expected to, adversely affect the Recipient (including, but not limited to, its financial position and reputation, or reputation and standing of its key personnel) or the Project. 3.2 The Recipient's notification under clause 3.1(t) does not limit the Department's rights under this Agreement or at law, including the Department's right to refuse to consent to a change of Nominated Subcontractor. 3.3 The Recipient warrants and acknowledges that: (a) all information contained in the Application Form or that the Recipient otherwise provides in support of this Agreement is true, accurate and complete; (b) all ancillary material provided by the Recipient at any time under or in connection with the Application Form or this Agreement is true, accurate and complete; (c) the Recipient undertakes the Project entirely at the Recipient's own risk; (d) the Recipient engages each Nominated Subcontractor (if any) and undertakes the Project and each Eligible Activity entirely at the Recipient's own risk; (e) the Department has not made any representations or warranties in connection with any Nominated Subcontractors, the Project or the Project's outcomes and any representations or warranties that would otherwise be implied are only provided access if their use excluded; and (f) no conflict of Personal Data interest exists or is necessary for likely to arise in relation to its receipt of the Funding or 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 agreementAgreement and if during the Term a conflict of interest arises, the Recipient will notify the Department immediately in writing of that conflict of interest and will take all reasonable steps required by the Department to remove such conflict of interest. 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 agreement, however arising.

THE RECIPIENT’S OBLIGATIONS. 4.1 In consideration 3.1 The Recipient must: (a) achieve Completion of being granted access the Project within twelve months of the Start Date; (b) achieve each Deliverable by its respective Deliverable Date to the Personal Datasatisfaction of the Department; (c) expend an amount at least equal to the Total Project Cost on the delivery of the Project during the Term; (d) comply with the Special Conditions to the satisfaction of the Department; (e) exercise due care and skill in carrying out the Project; (f) only claim for the reimbursement of Eligible Project Costs and use the Funding for the purpose of obtaining or achieving the Deliverables and for no other purpose; (g) operate commercially in the State of Queensland throughout the Term; (h) have an Australian Business Number; (i) effect and maintain the insurances specified in Item 11 of the Reference Schedule covering all contractors, the Recipient shall: 4.1.1 take reasonable steps to ensure the reliability sub-contractors, employees, licensees and invitees of the Recipient Personnel in respect of the Project and any Third Party Recipients who produce evidence that such insurances have been effected and maintained to the Department at the time of making each Payment Claim and upon request by the Department; (j) submit to the Department the Progress Report(s): (i) with each Payment Claim; and (ii) within 5 Business Days following a request by the Department; in the format set out in Schedule 3 signed by the Recipient's chief executive officer (or equivalent); (k) submit to the Department the Completion Report with the Recipient's final Payment Claim, in accordance with Schedule 2 and in the format set out in Schedule 4; (l) submit to the Department the Post Completion Report 12 months after the final Deliverable Date in the format set out in Schedule 5; (m) provide to the Department reporting and information (additional to the Progress Reports) in respect of the Project and the Recipient's compliance with this Agreement, as reasonably requested by the Department; (n) own or have lawful access to Intellectual Property for the Personal Data product and/or service that the Recipient is undertaking as part of the Project and use make it available for the Project; (o) keep proper and adequate Books of Account in relation to the Funding and the Project; (p) record all expenditure relating directly or indirectly to, the Project, separate from all (q) if required by the Department, at the end of the Project and at the expense of the Recipient, have its Books of Account audited in relation to the Funding and the Project (including expenditure on Ineligible Project Costs) and provide a copy of the audited accounts to the Department by the End Date; (r) if requested by the Department arrange for an authorised representative of the Recipient to attend an interview with the Department to discuss the outcomes of the Project; (s) upon 3 Business Days’ notice permit and provide persons (Auditors) nominated by the Department access at all reasonable endeavours times to ensure that such persons havethe Recipient’s premises, books, records, documents, computer systems, equipment and other property to verify compliance by the Recipient with its obligations under this Agreement; (t) if the Recipient is required to permit and provide access to Auditors in accordance with paragraph (s), permit the Auditors to make copies of books, records, documents and other materials, and provide the Auditors with the necessary facilities to enable them to do so; (u) if applicable, promptly notify and obtain the Department's prior written consent to any proposed replacement of the Deliverable Provider for each Deliverable; and (v) immediately notify the Department in writing when it becomes aware of any of the following: (i) sufficient skills and training any actual or proposed material change which affects, or may affect, the Recipient (including, but not limited to, any actual or proposed change in control of the handling Recipient or any change in key personnel of Personal Datathe Recipient); (ii) comply with the Data Protection Legislationoccurrence or likely occurrence of any delay or failure to meet a Deliverable; and (iii) any matters that relate to, or may be expected to, adversely affect the Recipient (including, but not limited to, its financial position and reputation, or reputation and standing of its key personnel) or the Project. 3.2 The Recipient's notification under clause 3.1(v) does not limit the Department's rights under this Agreement or at law. 3.3 The Recipient warrants and acknowledges that: (a) all information contained in the Application Form or that the Recipient otherwise provides in support of this Agreement is true, accurate and complete; (b) all ancillary material provided by the Recipient at any time under or in connection with the Application Form or this Agreement is true, accurate and complete; (c) the Recipient engages the Deliverable Provider (if any) and undertakes the Project entirely at the Recipient's own risk; (d) the State has not made any representations or warranties in connection with any Deliverable Providers, the Project or the Project's outcomes and any representations or warranties that would otherwise be implied are only provided access if their use excluded; and (e) no conflict of Personal Data interest exists or is necessary for likely to arise in relation to its receipt of the Funding or 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 agreementAgreement and if during the Term a conflict of interest arises, the Recipient will notify the Department immediately in writing of that conflict of interest and will take all reasonable steps required by the Department to remove such conflict of interest. 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 agreement, however arising.