Common use of Undertakings and Acknowledgements Clause in Contracts

Undertakings and Acknowledgements. 13.1 The Recipient must: (a) (Laws): comply with all applicable Laws when carrying out the Study; (b) (WHS Law): (i) comply with applicable WHS Law; and (ii) immediately notify ARENA of any notifiable incidents under WHS Law, accidents, injuries, or damage to property of a serious nature that occurs in connection with the Study; (c) (privacy): comply with applicable privacy laws, including the Privacy Act 1988 (Cth) and notify ARENA as soon as practicable if an eligible data breach within the meaning of that Act occurs with respect to the Study; (d) (FOI): assist ARENA to comply with any request under the Freedom of Information Act 1982 (Cth) for access to a document created by, or in the possession of, the Recipient or any subcontractor, that relates to the performance of this Agreement; (e) (subcontractors and Study Participants) in connection with the Study: (i) not enter into a contract with a subcontractor or Study Participant named as an organisation that has not complied with the Workplace Gender Equality Act 2012 (Cth); (ii) and in relation to Major Subcontract Work, only engage those subcontractors specified in item 7 of the Study Details or otherwise approved by ARENA in writing; and (iii) ensure that its contracts with any subcontractors, Study Participants, consultants or other persons participating in the Study contain those provisions necessary to enable the Recipient to comply with its obligations under this Agreement; (f) (insurance): in connection with the Study: (i) have and maintain the insurances that would be maintained by a prudent business undertaking the Study; and (ii) ensure that its subcontractors have and maintain appropriate insurance to cover the risk of the subcontractors' works, and, if requested by ARENA, provide certificates or other sufficient evidence to satisfy ARENA that such insurances have been procured and maintained; (g) (books and records): at its own cost, until the Final Milestone Date and for a period of five years after the Final Milestone Date, keep, and require its subcontractors to keep, adequate books and records in sufficient detail to enable: (i) all receipts and payments related to the Study to be identified and reported to ARENA; and (ii) the amounts payable by ARENA under this Agreement to be determined or verified; (h) (conflicts): if, during the Study, a conflict of interest arises, or appears likely to arise, notify ARENA as soon as practicable in writing, make full disclosure of all relevant information relating to the conflict and take such steps as ARENA reasonably requires to manage the conflict; (i) (Personnel): (i) undertake the Study, with the active involvement of, and using the expertise of, the Specified Personnel ensuring they are aware of and comply with the Recipient’s obligations under this Agreement; and (ii) notify ARENA as soon as practicable; where one or more of the Specified Personnel is, or will become, unable or unwilling to be involved in the Study; and provide a replacement person of suitable ability and qualifications at the earliest opportunity; (j) (cooperate): cooperate with ARENA, including by attending any meetings on ARENA’s reasonable request to discuss any matters in relation to this Agreement or the Study; (k) (standards): undertake the Study diligently, efficiently, safely and to a high professional standard, in accordance with this Agreement and all relevant Australian industry standards, codes, best practice and guidelines (including those specified in item 5 of the Study Details) or, where none apply, relevant international industry standards, best practice and guidelines; (l) (reporting): comply with the report requirements in this Agreement and as set out in item 3 (Reports) of Schedule 1 (The Study) and keep ARENA regularly and fully informed regarding the progress of the Study; (m) (notification): notwithstanding any other provision of this Agreement, notify ARENA: (i) promptly in writing of any delay or anticipated delay in the achievement of a Milestone, providing the reasons, anticipated impact on the Study and the steps taken to overcome such notified delay and keep ARENA updated as to the status; and (ii) as soon as practicable in writing if the Recipient Contributions and/or Other Contributions provided and used for the Study are increased; and (iii) immediately in writing, if it becomes aware: (A) it has not undertaken the Study as required under this Agreement or has not spent the ARENA Funding in accordance with this Agreement; (B) it has, or may have, committed a Material Breach; or (C) an Insolvency Event has occurred or is likely to occur with respect to the Recipient; (n) (Modern Slavery Act): (i) comply with any applicable requirements under the Modern Slavery Act 2018 (Cth); and (ii) provide information to ARENA as reasonably requested to enable ARENA to comply with its reporting obligations under that Act.

Undertakings and Acknowledgements. 13.1 The Recipient must: (a) (Laws): comply with all applicable Laws when carrying out the Study;Study;‌ (b) (WHS Law):Law):‌ (i) comply with applicable WHS Law; and (ii) immediately notify ARENA of any notifiable incidents under WHS Law, accidents, injuries, or damage to property of a serious nature that occurs in connection with the Study; (c) (privacy): comply with applicable privacy laws, including the Privacy Act 1988 (Cth) and notify ARENA as soon as practicable if an eligible data breach within the meaning of that Act occurs with respect to the Study;Study;‌ (d) (FOI): assist ARENA to comply with any request under the Freedom of Information Act 1982 (Cth) for access to a document created by, or in the possession of, the Recipient or any subcontractor, that relates to the performance of this Agreement;Agreement;‌ (e) (subcontractors and Study Participants) in connection with the Study:Study:‌ (i) not enter into a contract with a subcontractor or Study Participant named as an organisation that has not complied with the Workplace Gender Equality Act 2012 (Cth); (ii) and in relation to Major Subcontract Work, only engage those subcontractors specified in item 7 12 of the Study Details or otherwise approved by ARENA in writing; and (iii) ensure that its contracts with any subcontractors, Study Participants, consultants or other persons participating in the Study contain those provisions necessary to enable the Recipient to comply with its obligations under this Agreement; (f) (insurance): in connection with the Study:Study:‌ (i) have and maintain the insurances that would be maintained by a prudent business undertaking the Study; and (ii) ensure that its subcontractors have and maintain appropriate insurance to cover the risk of the subcontractors' works, and, if requested by ARENA, provide certificates or other sufficient evidence to satisfy ARENA that such insurances have been procured and maintained; (g) (books and records): at its own cost, until the Final Milestone Date and for a period of five 5 years after the Final Milestone Date, keep, and require its subcontractors to keep, adequate books and records in sufficient detail to enable:enable:‌ (i) all receipts and payments related to the Study to be identified and reported to ARENA; and (ii) the amounts payable by ARENA under this Agreement to be determined or verified; (h) (conflicts): if, during the Study, a conflict of interest arises, or appears likely to arise, notify ARENA as soon as practicable in writing, make full disclosure of all relevant information relating to the conflict and take such steps as ARENA reasonably requires to manage the conflict;conflict;‌ (i) (Personnel): (i) undertake the Study, with the active involvement of, and using the expertise of, the Specified Personnel ensuring they are aware of and comply with the Recipient’s obligations under this Agreement; and (ii) notify ARENA as soon as practicable; where one or more of the Specified Personnel is, or will become, unable or unwilling to be involved in the Study; and provide a replacement person of suitable ability and qualifications at the earliest opportunity; (j) (cooperate): cooperate with ARENA, including by attending any meetings on ARENA’s reasonable request to discuss any matters in relation to this Agreement or the Study; (k) (standards): undertake the Study diligently, efficiently, safely and to a high professional standard, in accordance with this Agreement and all relevant Australian industry standards, codes, best practice and guidelines (including those specified in item 5 of the Study Details) or, where none apply, relevant international industry standards, best practice and guidelines; (l) (reporting): comply with the report requirements in this Agreement and as set out in item 3 (Reports) of Schedule 1 (The Study) and keep ARENA regularly and fully informed regarding the progress of the Study;Study;‌ (m) (notification): notwithstanding any other provision of this Agreement, notify ARENA: (i) promptly in writing of any delay or anticipated delay in the achievement of a Milestone, providing the reasons, anticipated impact on the Study and the steps taken to overcome such notified delay and keep ARENA updated as to the status; and (ii) as soon as practicable in writing if the Recipient Contributions and/or Other Contributions provided and used for the Study are increased; and (iii) immediately in writing, if it becomes aware: (A) A. it has not undertaken the Study as required under this Agreement or has not spent the ARENA Funding in accordance with this Agreement; (B) B. it has, or may have, committed a Material Breach; or (C) C. an Insolvency Event has occurred or is likely to occur with respect to the Recipient; (n) (Modern Slavery Act): (i) comply with any applicable requirements under the Modern Slavery Act 2018 (Cth); and (ii) provide information to ARENA as reasonably requested to enable ARENA to comply with its reporting obligations under that Act.