Common use of Towards each other Clause in Contracts

Towards each other. (a) Each Party undertakes to use reasonable endeavours: (i) to notify the Co-ordinator promptly of any significant delay in performance; (ii) to inform other Parties (and via them their Assistant Contractors) of relevant communications it receives from third parties in relation to the Project. (b) Each Party shall use reasonable endeavours to ensure the accuracy of any information or materials it supplies hereunder or under the Contract and promptly to correct any error therein of which it is notified. The recipient Party shall be entirely responsible for the use to which it puts such information and materials. (c) In addition to the obligations specified in the Contract Annex II Article 21.2, each Party agrees not to use knowingly, as part of a deliverable or in the design of such deliverable or in any information supplied hereunder or under the Contract, any proprietary rights of a third party for which such Party has not acquired the right to grant licences and user rights to the other Parties in accordance with the Contract, unless all of the other Parties have accepted such use in writing, such acceptance not to be unreasonably withheld. (d) Acting in good faith, when a Party believes that for carrying out the Project or Use of Knowledge from the Project (i) it might require Access Rights to another Party’s Pre-Existing Know-How or to another Party's Knowledge which is not from the Project, or (ii) another Party might need Access Rights to that Party's Pre-Existing Know-How or‌ Knowledge which is not from the Project, it will promptly notify such other of the Pre-Existing Know-How or Knowledge not from the Project required, and in particular, where possible it shall do so before submission of the Proposal to the Commission or entering into the Contract. Failure to so notify another Party shall not be a breach of this Consortium Agreement unless such failure is due to an action in bad faith. (e) Granting of Access Rights for carrying out the Project shall be done in accordance with article 10.3 herebelow. However, when a Party is not free to grant Access Rights which it reasonably believes that another Party will require, it will promptly notify such other Party and in particular where possible shall do so before submission of the Proposal to the Commission or entering into the Contract. This Party shall give the requesting Party the necessary information for that Party to acquire these relevant Access Rights if possible. 5.3.2 If this Agreement conflicts with the Contract Annex I, unless the Parties agree otherwise, they shall cooperate in requesting the Commission to change the Contract Annex I to accord with this Agreement.

Towards each other. (a) Each Party undertakes to use reasonable endeavours: (i) to notify each of the Co-ordinator Parties promptly of any significant delay in performance; (ii) to inform other Parties (and via them their Assistant Contractors) of relevant communications it receives from third parties in relation to the Project. (b) Each Party shall use reasonable endeavours to ensure the accuracy of any information or materials it supplies hereunder or under the Contract and promptly to correct any error therein of which it is notified. The recipient reci­pient Party shall be entirely responsible for the use to which it puts such information and materialsma­terials. (c) In addition to the obligations specified in the Contract Annex II Article 21.2, each Party agrees not to use knowingly, as part of a deliverable or in the design of such deliverable de­liverable or in any information supplied hereunder or under the Contract, any proprietary rights of a third party for which such Party has not acquired the right to grant licences and user rights to the other Parties in accordance with the Contract, unless all of the other Parties have accepted such use in writing, such acceptance not to be unreasonably withheld. (d) Each Party shall be fully responsible for the technical supervision of its Assistant Contractors and shall enter into appropriate arrangements for such purpose with its Assistant Contractors. These arrangements shall as appropriate require the obligations in this Consortium Agreement also apply to, and (where they apply) be fulfilled by, such Assistant Contractors. Each Party shall use reasonable endeavours to enforce such arrangements and obligations as necessary and shall endeavour to ensure such arrangements enable an affected Party to enforce the relevant obligation. (e) Acting in good faith, when a Party believes that for carrying out the Project or Use of Knowledge from the Project (i) it might require Access Rights to another Party’s or an Assistant Contractor's Pre-Existing Know-How or to another Party's or an Assistant Contractor's Knowledge which is not from the Project, or (ii) another Party or an Assistant Contractor might need Access Rights to that Party's Pre-Existing Know-How or‌ or Knowledge which is not from the Project, it will promptly notify such other Party or Assistant Contractor of the Pre-Existing Know-How or Knowledge not from the Project required, and in particular, where possible it shall do so before submission of the Proposal to the Commission or entering into the Contract. Failure to so notify another Party or an Assistant Contractor shall not be a breach of this Consortium Agreement unless such failure is due to an action in bad faith. (ef) Granting of Access Rights for carrying out the Project shall be done in accordance with article 10.3 herebelow. However, when When a Party is not free unable to grant Access Rights which it reasonably believes that another Party will require, it will promptly notify such other Party and in particular where possible shall do so before submission of the Proposal to the Commission or entering into the Contract. This Party shall give the requesting Party the necessary information for that Party to acquire these relevant Access Rights if possible. 5.3.2 If this Agreement conflicts with the Contract Annex I, unless the Parties agree otherwise, they shall cooperate in requesting the Commission to change the Contract Annex I to accord with this Agreement.

Towards each other. (a) Each Party undertakes to use reasonable endeavours: (i) to notify each of the Co-ordinator promptly of any significant delay in performance; (ii) to inform other Parties (and via them their Assistant Contractors) of relevant communications it receives from third parties in relation to the Project.the (b) Each Party shall use reasonable endeavours to ensure the accuracy of any information or materials it supplies hereunder or under the Contract and promptly to correct any error therein of which it is notified. The recipient Party shall be entirely responsible for the use to which it puts such information and materials. (c) In addition to the obligations specified in the Contract Annex II Article 21.2, each Party agrees not to use knowingly, as part of a deliverable or in the design of such deliverable or in any information supplied hereunder or under the Contract, any proprietary rights of a third party for which such Party has not acquired the right to grant licences and user rights to the other Parties in accordance with the Contract, unless all of the other Parties have accepted such use in writing, such acceptance not to be unreasonably withheld. (d) Each shall be fully responsible for the technical supervision of its fulfilled by, such . Each shall use reasonable endeavours to enforce such arrangements and obligations as necessary and shall endeavour to ensure such arrangements enable an affected to enforce the relevant obligation. (e) Acting in good faith, when a Party believes that for carrying out the Project or Use of Knowledge from the Projectthe (i) it might require Access Rights to another Party’s Pre-Existing Know-How or an or to another Party's Knowledge or an which is not from the Project, or (ii) another Party or an might need Access Rights to that Party's Pre-Existing Know-How or‌ Knowledge or which is not from the Project, it will promptly notify such other or of the Pre-Existing Know-How or Knowledge not from the Project required, and in particular, where possible it shall do so before submission of the Proposal to the Commission or entering into the Contract. Failure to so notify another Party or an shall not be a breach of this Consortium Agreement unless such failure is due to an action in bad faith. (ef) Granting of Access Rights for carrying out the Project shall be done in accordance with article 10.3 herebelow. However, when When a Party is not free unable to grant Access Rights which it reasonably believes that another Party will require, it will promptly notify such other Party and in particular where possible shall do so before submission of the Proposal to the Commission or entering into the Contract. This Party shall give the requesting Party the necessary information for that Party to acquire these relevant Access Rights if possible. 5.3.2 If this Agreement conflicts with the Contract Annex I, unless the Parties agree otherwise, they shall cooperate in requesting the Commission to change the Contract Annex I to accord with this Agreement. 6.1 Each shall bear its own costs in connection with the making of the , the negotiation of the and the carrying out of the . respective bank account and shall give the relevant references.

Towards each other. (a) Each Party undertakes to use reasonable endeavours: (i) to notify each of the Co-ordinator promptly of any significant delay in performance; (ii) to inform other Parties (and via them their Assistant Contractors) of relevant communications it receives from third parties in relation to the Project.the (b) Each Party shall use reasonable endeavours to ensure the accuracy of any information or materials it supplies hereunder or under the Contract and promptly to correct any error therein of which it is notified. The recipient Party shall be entirely responsible for the use to which it puts such information and materials. (c) In addition to the obligations specified in the Contract Annex II Article 21.2, each Party agrees not to use knowingly, as part of a deliverable or in the design of such deliverable or in any information supplied hereunder or under the Contract, any proprietary rights of a third party for which such Party has not acquired the right to grant licences and user rights to the other Parties in accordance with the Contract, unless all of the other Parties have accepted such use in writing, such acceptance not to be unreasonably withheld. (d) Each shall be fully responsible for the technical supervision of its fulfilled by, such . Each shall use reasonable endeavours to enforce such arrangements and obligations as necessary and shall endeavour to ensure such arrangements enable an affected to enforce the relevant obligation. (e) Acting in good faith, when a Party believes that for carrying out the Project or Use of Knowledge from the Projectthe (i) it might require Access Rights to another Party’s Pre-Existing Know-How or an or to another Party's Knowledge or an which is not from the Project, or (ii) another Party or an might need Access Rights to that Party's Pre-Existing Know-How or‌ Knowledge or which is not from the Project, it will promptly notify such other or of the Pre-Existing Know-How or Knowledge not from the Project required, and in particular, where possible it shall do so before submission of the Proposal to the Commission or entering into the Contract. Failure to so notify another Party or an shall not be a breach of this Consortium Agreement unless such failure is due to an action in bad faith. (ef) Granting of Access Rights for carrying out the Project shall be done in accordance with article 10.3 herebelow. However, when When a Party is not free unable to grant Access Rights which it reasonably believes that another Party will require, it will promptly notify such other Party and in particular where possible shall do so before submission of the Proposal to the Commission or entering into the Contract. This Party shall give the requesting Party the necessary information for that Party to acquire these relevant Access Rights if possible. 5.3.2 If this Agreement conflicts with the Contract Annex I, unless the Parties agree otherwise, they shall cooperate in requesting the Commission to change the Contract Annex I to accord with this Agreement. 6.1 Each shall bear its own costs in connection with the making of the , the negotiation of the and the carrying out of the . respective bank account and shall give the relevant references. 7.1 As respects all information of whatever nature or form as is (a) disclosed to a in connection with the submission to the of a proposal for a project under the fifth framework programme pending the signing of the ; (b) disclosed to a in connection with the after the signing of the , each agrees such information is communicated on a confidential basis and its disclosure may be prejudicial to the owner of the information, and undertakes that: (A) it will not during a period of five (5) years from the date of disclosure to the use any such information for any purpose other than in accordance with the terms of the and of this ; and (B) it will during the period of five (5) years treat the same as (and use reasonable endeavours to procure that the same be kept) confidential and not disclose the same to any other third party without the prior written consent of such owner in each case; provided always that: (i) such agreement and undertaking shall not extend to any information which the receiving can show: (A) was at the time of disclosure to the published or otherwise generally available to the public, or (B) has after disclosure to the been published or become generally available to the public otherwise than through any act or omission on the part of the receiving , or (C) was already in the possession of the receiving , without any restrictions on disclosure, at the time of disclosure to the , or (D) was rightfully acquired from others without any undertaking of confidentiality, or (E) was developed independently of the work under the by the receiving ; (ii) nothing in this Section 7.1 shall prevent the communication of information (A) as is needed to be communicated to comply with applicable laws or regulations or with a court of administrative order provided that insofar as reasonably possible the complying shall have informed the owner of the information of such need and shall have complied with such owner’s reasonable instructions designed to protect the confidentiality of such information; (B) subject to Section 7.2, to any or to any other third party (including the Commission) insofar as needed for the proper carrying out of the and/or this ; (C) subject to Section 7.2, to any third party (including to the public) as strictly needed for technical reasons and insofar as needed for proper of from the (B) and all relevant undertakings in the .