Warranties and Undertaking. 8.2.1 Each Partner warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. A Partner shall, if so required by the Technical Oversight Group, produce written evidence of this to the Technical Oversight Group signed by its Personnel. 8.2.2 Each Partner acknowledges that it is and shall remain liable for the consequences of any failure on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it under this Partnership Agreement and shall accordingly: 8.2.2.1 Procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities and those on behalf of its Personnel; 8.2.2.2 Comply and assist the Partnership, the Technical Oversight Group and the Delivery Body in complying with all relevant statutes, laws, regulations and codes of practice relating to its tasks and work packages from time to time in force; 8.2.2.3 Comply with all recommendations and requirements of its insurers; and 8.2.2.4 Indemnify, keep indemnified and hold harmless the other Parties from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which they incur or suffer as a result of a breach of this Partnership Agreement or negligent acts or omissions or wilful misconduct of the Party and/or its Personnel including without limitation any resulting liability the Partnership has to the funder or to any third party. 8.2.3 Each Party agrees and undertakes at its own expense to make the Nominated Representative available to attend the Technical Oversight Group. 8.2.4 Each Partner shall provide the Technical Oversight Group with statements of SAMM Contributions received every six months.
Appears in 3 contracts
Samples: Partnership Agreement, Partnership Agreement, Partnership Agreement
Warranties and Undertaking. 8.2.1 Each Partner warrants that under its contractual relationships with each of its Personnel, any intellectual property rights arising out of or relating to work done by the Personnel for the Party will vest in such Party and that the Personnel will have no right, title or interest, whether legal or beneficial, in any such intellectual property rights. A Partner shall, if so required by the Technical Oversight Group, produce written evidence of this to the Technical Oversight Group signed by its Personnel.
8.2.2 Each Partner acknowledges that it is and shall remain liable for the consequences of any failure on its part or on the part of its Personnel to fulfil the tasks and work packages assigned to it under this Partnership Agreement and shall accordingly:
8.2.2.1 Procure and maintain its own insurance, with insurers of good repute, to cover its own liabilities and those on behalf of its Personnel;
8.2.2.2 Comply and assist the Partnership, the Technical Oversight Group and the Delivery Body in complying with all relevant statutes, laws, regulations and codes of practice practice, in force, relating to its tasks and work packages from time to time in forcetime;
8.2.2.3 Comply with all recommendations and requirements of its insurers; and
8.2.2.4 Indemnify, keep indemnified and hold harmless the other Parties from and against all costs (including the costs of enforcement), expenses, liabilities, injuries, direct, loss), damages, claims, demands, proceedings or legal costs (on a full indemnity basis) and judgments which they incur or suffer as a result of a breach of this Partnership Agreement or negligent acts or omissions or wilful misconduct of the Party and/or its Personnel including without limitation any resulting liability the Partnership has to the funder or to any third partyparty PROVIDED THAT that Party shall:
(a) not make any admission of liability, agreement or compromise in relation to the foregoing without the prior written consent of the other Parties (such consent not to be unreasonably conditioned, withheld or delayed);
(b) give the other Parties and its professional advisers access at reasonable times (on reasonable prior notice) to its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Party, so as to enable the other Parties and its professional advisers to examine them and to take copies for the purpose of assessing any propose settlement under this indemnity;
(c) take such action as the other Parties may reasonably request to avoid, dispute, compromise or defend the Claim; and
(d) use reasonable endeavours to mitigate any loss. Nothing in this clause shall restrict or limit the Party’s general obligation at law to mitigate a loss it may suffer or incur as a result of an event that may give rise to a claim under this indemnity.
8.2.3 Each Party agrees and undertakes at its own expense to make the Nominated Representative available to attend the Technical Oversight Group.
8.2.4 Each Partner shall provide the Technical Oversight Group with statements of SAMM Contributions received every six months.
Appears in 1 contract
Samples: Partnership Agreement
