The Supplier will Clause Samples

The Supplier will. 21.2.1. keep the records and accounts referred to in Clause 21.1 in accordance with Good Industry Practice and Law, and 21.2.2. afford any Auditor access to the records and accounts referred to in Clause 21.1 at the Supplier's premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same to Auditors throughout the Term and the period specified in Clause 21.1. This is so the Auditor(s) can assess compliance by the Supplier and/or its Sub-Contractors with the Supplier's obligations under this Framework Agreement, and in particular to: a) verify the accuracy of the Framework Agreement Charges and any other amounts payable by the Customer under this Framework Agreement (and proposed or actual variations to them in accordance with this Framework Agreement). b) verify the costs of the Supplier (including the costs of all Sub-Contractors and any third-party suppliers) in connection with the provision of the Services. c) verify the Supplier's and each Sub-Contractor's compliance with the applicable Laws. d) identify or investigate an actual or suspected act of fraud or bribery, impropriety or accounting mistakes or any breach or threatened breach of security. In these circumstances, the Customer is not obliged to inform the Supplier of the purpose or objective of its investigations. e) identify or investigate any circumstances which may impact upon the financial stability of the Supplier or any Sub-Contractors or their ability to perform the Services. f) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial, or administrative purposes, including the supply of information to the Comptroller and Auditor General. g) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Framework Agreement. h) carry out the Customer's internal and statutory audits and to prepare, examine and/or certify the Customer's annual and interim reports and accounts i) enable the National Audit Office to carry out an examination under Section 6(1) of the National Audit Act 1983. j) review any records relating to the Supplier's performance of the provision of the Services and to verify that these reflect the Supplier's own internal reports and records. k) verify the accuracy and completeness of any information delivered or required by this Framework Agreement. l) inspect the Customer Mat...

The Supplier will. ● provide CCS and the Buyer with any information they may reasonably request to ensure the Supplier is complying with all of its obligations under the Data Protection Legislation which arise in connection with the Framework Agreement or under a Call-Off Contract ● ensure that it doesn’t knowingly or negligently do or omit to do anything which places CCS or Buyers in breach of their Data Protection Legislation obligations ● not transfer Personal Data outside of the European Economic Area unless the prior written consent of CCS has been obtained, and (i) CCS or the Supplier has provided appropriate safeguards in relation to the transfer (whether in accordance with GDPR Article 46 or LED Article 37) as determined by CCS; (ii) the Data Subject has enforceable rights and effective legal remedies; (iii) the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred (or, if it is not so bound, uses its best endeavours to assist CCS in meeting its obligations); and (iv) the Supplier complies with any reasonable instructions notified to it in advance by CCS with respect to the processing of the Personal Data. ● obtain the prior written consent of CCS before allowing any Sub-processor to process any Personal Data related to this Framework Agreement and shall remain fully liable for the acts and omissions of any Sub-processor ● maintain complete and accurate records and information to demonstrate its compliance with clauses 9.32.1 to 9.32.9.

The Supplier will. 15.2.1 impose upon the third parties, the obligation to conduct proper and appropriate checks on any agency or person used by the third parties to provide labour, employees, contractors or other persons to undertake tasks (in each case whether on a permanent or temporary basis) in the performance of the Contract designed to ensure that any such agency or person does not engage in any modern slavery practice; 15.2.2 to the extent that it forms part of the Software, provide the Customer with such reasonable assistance and information as it may require from time to time to assist it to: 15.2.3 perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery Laws; 15.2.4 where legally required, prepare a slavery and human trafficking statement; 15.2.5 comply with any requirement to report on respect for human rights or to enable a Service Recipient to demonstrate compliance with any human rights code or policy to which it adheres or which applies to it; 15.2.5.1 identify any non-compliance with the supplier charter; and 15.2.5.2 conduct due diligence and to measure the effectiveness of the steps that the Customer is taking or wishes to take to ensure that modern slavery practices are not taking place in its business or supply chains;to the extent it does not form part of the Software the Supplier may make a fair and reasonable charge for such assistance.

The Supplier will. 16.2.1. impose upon the third parties, the obligation to conduct proper and appropriate checks on any agency or person used by the third parties to provide labour, employees, contractors or other persons to undertake tasks (in each case whether on a permanent or temporary basis) in the provision of supplying the Hardware designed to ensure that any such agency or person does not engage in any Modern Slavery Practice; 16.2.2. to the extent that it forms part of the Maintenance services, provide the Customer with such reasonable assistance and information as it may require from time to time to assist it to: 16.2.2.1. perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery Laws; 16.2.2.2. prepare a slavery and human trafficking statement as required by section 54 Modern Slavery Act 2015 and to include the matters referred to in section 54(5) Modern Slavery Act 2015; 16.2.2.3. comply with any requirement to report on respect for human rights or to enable a Service Recipient to demonstrate compliance with any human rights code or policy to which it adheres or which applies to it; 16.2.2.4. identify any non-compliance with the Customer’s code of conduct; and 16.2.2.5. conduct due diligence and to measure the effectiveness of the steps that the Customer is taking or wishes to take to ensure that Modern Slavery Practices are not taking place in its business or supply chains; to the extent it does not form part of the Maintenance services the Supplier may make a fair and reasonable charge for such assistance.

The Supplier will. (a) ensure that the personnel providing the Services complete records of their time spent providing those Services; (b) collect and collate evidence of all Expenses; (c) retain such records and evidence during the Term and for a period of 6 months following the end of the Term; and (d) supply such records and evidence to the Customer within 10 Business Days following receipt of a written request to do so.

The Supplier will. 21.2.1. keep the records and accounts referred to in Clause 21.1 in accordance with Good Industry Practice and Law, and 21.2.2. afford any Auditor access to the records and accounts referred to in Clause 21.1 at the Supplier's premises and/or provide records and accounts (including copies of the Supplier's published accounts) or copies of the same to Auditors throughout the Term and the period specified in Clause 21.1. This is so the Auditor(s) can assess compliance by the Supplier and/or its Sub-Contractors with the Supplier's obligations under this Contract, and in particular to: a) verify the accuracy of the Contract Charges and any other amounts payable by the Customer under this Contract (and proposed or actual variations to them in accordance with this Contract); b) verify the costs of the Supplier (including the costs of all Sub- Contractors and any third party suppliers) in connection with the provision of the Project; c) verify the Supplier's and each Sub-Contractor's compliance with the applicable Laws; d) identify or investigate an actual or suspected act of fraud or bribery, impropriety or accounting mistakes or any breach or threatened breach of security. In these circumstances, the Customer is not obliged to inform the Supplier of the purpose or objective of its investigations; e) identify or investigate any circumstances which may impact upon the financial stability of the Supplier or any Sub-Contractors or their ability to perform the Project; f) obtain such information as is necessary to fulfil the Customer’s obligations to supply information for parliamentary, ministerial, judicial or administrative purposes, including the supply of information to the Comptroller and Auditor General; g) review any books of account and the internal contract management accounts kept by the Supplier in connection with this Contract; h) carry out the Customer’s internal and statutory audits and to prepare, examine and/or certify the Customer’s annual and interim reports and accounts i) enable the National Audit Office to carry out an examination under Section 6(1) of the National Audit Act 1983; j) review any records relating to the Supplier's performance of the provision of the Project and to verify that these reflect the Supplier's own internal reports and records; k) verify the accuracy and completeness of any information delivered or required by this Contract; l) inspect the Customer Materials, including the Customer 's Intellectual Property Rights, equip...

The Supplier will. 5.1.1 deliver the Goods to EE to the delivery address specified in the Contract during normal business hours and will provide all equipment and labour for their conveyance and unloading at the Delivery Address; and 5.1.2 make the Software and/or Licensed Materials available for download by EE or as otherwise agreed by EE on the delivery date specified in the Contract (and should EE subsequently require access to re- download the Licensed Software and/or Licensed Materials, make such access available).

The Supplier will. (a) comply with, and ensure Supplier personnel comply with all Novartis policies applicable to the Services specified in the Services Description or as notified by Novartis from time to time; (b) perform its obligations in a professional and timely manner using suitably qualified personnel; (c) perform its obligations with high ethical and moral business and personal integrity standards; (d) ensure it has all necessary rights, consents and approvals to perform its obligations under the Agreement, including any governmental, industry or employer approvals; (e) at its own expense provide and control the necessary materials and facilities for the proper and efficient provision of the Services; and (f) provide the Services in a manner that does not cause Novartis to breach any applicable laws and regulations (including anti-bribery or privacy laws).

The Supplier will. 20.2.1 impose upon the third parties, the obligation to conduct proper and appropriate checks on any agency or person used by the third parties to provide labour, employees, contractors or other persons to undertake tasks (in each case whether on a permanent or temporary basis) in performance of the Contract designed to ensure that any such agency or person does not engage in any modern slavery practice; 20.2.2 to the extent that it forms part of the performance of the Contract, provide the Customer with such reasonable assistance and information as it may require from time to time to assist it to: 20.2.3 perform any activity required by any government, regulatory entity or agency in any relevant jurisdiction for the purpose of compliance with any applicable Anti-Slavery Laws; 20.2.4 where legally required, prepare a slavery and human trafficking statement; 20.2.5 comply with any requirement to report on respect for human rights or to enable a Service Recipient to demonstrate compliance with any human rights code or policy to which it adheres or which applies to it; 20.2.5.1 identify any non-compliance with the supplier charter; and 20.2.5.2 conduct due diligence and to measure the effectiveness of the steps that the Customer is taking or wishes to take to ensure that modern slavery practices are not taking place in its business or supply chains.