Duties of the Parties Clause Samples

Duties of the Parties. 3.1 Promptly after the EFFECTIVE DATE, and thereafter at least once every calendar year, the RESEARCHERS shall provide SENETEK with a complete listing and description of all COMPOUNDS developed, in licensed or otherwise acquired by the RESEARCHERS, together with all chemical and biological information in their possession with respect to such COMPOUNDS and specifying those COMPOUNDS, if any, which are covered by RESEARCHERS’ PATENTS. 3.2 Not later than two (2) weeks after delivery of such information by the RESEARCHERS, SENETEK will select and advise the RESEARCHERS, in writing, of those COMPOUNDS on which it wishes to conduct TESTING at that time. Notwithstanding the foregoing, as regards COMPOUNDS which the RESEARCHERS’ listing under Article 3.1 specifies are covered by the RESEARCHERS’ PATENTS, if SENETEK does not give the RESEARCHERS written advice that it wishes to conduct TESTING of any such COMPOUND within four (4) months after it receives the listing provided for in Article 3.1, SENETEK shall be considered to have waived its rights to such COMPOUND for all purposes of this AGREEMENT and the RESEARCHERS shall be free to commercialize such COMPOUND itself or enter into an evaluation agreement or license or other agreement with respect thereto with any third party on such terms as it may determine in its sole discretion, subject, however, to SENETEK’s rights, if any, under the SENETEK PATENTS and provided, however, that before RESEARCHERS shall enter into an evaluation agreement or license or other agreement with any third party, RESEARCHERS shall give notice to SENETEK of the terms on which it proposes to enter into such evaluation agreement or license or other agreement and SENETEK shall have thirty (30) days to enter into such agreement with the RESEARCHERS on the same terms, providing these terms are not worse for the RESEARCHERS than the terms in Annex 1- License Agreement Term Sheet, in which case the terms of Annex 1 will be used. 3.3 The RESEARCHERS shall within two (2) weeks of receipt of each advice of SENETEK specifying selected COMPOUNDS it then wishes to TEST, deliver the selected COMPOUNDS to SENETEK in a quantity of at least 100 mg each. 3.4 If practicable, not later than nine (9) months after each delivery by the RESEARCHERS of the listing of COMPOUNDS as provided in Article 3.1, SENETEK will provide the RESEARCHERS with a report of the results of the TESTING of the new COMPOUNDS set forth in such listing. SENETEK will also indicate tho...

Duties of the Parties. 2.1. Tour Operator is obliged to: 2.1.1. Accept orders from Tourist, as well as notify them through e-mail, about orders on reserved tours, indicating all necessary data as far as possible beforehand, but no later than 14 (fourteen) working days prior to the beginning of tour. 2.1.2. Provide satisfaction of formal requirements, conditions and restrictions presented to tourist(s) from the side of foreign travel agencies, carriers, consular, customs, and other establishments. 2.1.3. Give the Tourist all travel and other necessary documents for tour completion including Travel Voucher obtained from Tour Operator in a timely manner, and provide them with necessary information according to the requirements of the Law of Georgia «About Tourism». 2.2. Tourist is obliged to: 2.2.1. The tourist presents a final consumer of tourist product and has no right to transfer the rights on this product to the third parties; 2.2.2. Confirm the purchase of the Tour or Tourist Service and provide all the necessary information to the Tour Operator by e-mail in a timely manner. 2.2.3. Pay the agreed sum for the Tour described in the Invoice provided by the Tour Operator complying with Procedure of Payments (section 3).

Duties of the Parties. JHU is not a commercial organization. It is an institute of research and education. Therefore, JHU has no ability to evaluate the commercial potential of any PATENT RIGHTS or LICENSED PRODUCT or other license or rights granted in this Agreement. It is therefore incumbent upon Company to evaluate the rights and products in question, to examine the materials and information provided by JHU, and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCTS or SERVICES or other rights granted. [***] Indicates portions of this exhibit that have been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Duties of the Parties. The Parties shall facilitate the work of the arbitral tribunal and, in particular, in accordance with their law and using all means at their disposal, shall: (a) provide it with all relevant documents, facilities and information; and (b) enable it when necessary to call witnesses or experts and receive their evidence and to visit the localities to which the case relates.

Duties of the Parties. The contracting parties are bound to fully implement all clauses of this Agreement in its own terms, as well as those of the PROTOCOL. Each party shall comply with their respective obligations as per the legislation indicated in Clause THREE. Each party’s obligations, duties and functions under RD 1090/2015 are deemed binding content of the present Agreement, and consequently any violation thereof shall be considered as non-compliance of the Agreement. The Parties are committed also to: Collaborating in the CLINICAL TRIAL follow-up visits conducted by: (i) the CREC, (ii) the monitors and auditors acting on behalf of the SPONSOR, and (iii) the competent authorities when conducting inspection interventions. There shall be at least a one week notice prior to these visits (unless the Parties agree otherwise). Technical and organizational steps will be taken during these follow-up, monitoring and audit visits to ensure full compliance with any applicable personal data protection statute. The PRINCIPAL INVESTIGATOR, the SPONSOR, the monitors and the auditors shall comply with both the HOSPITAL and the FOUNDATION internal rules as shall be notified by them, and with the instructions from the monitoring CREC about the execution of the CLINICAL TRIAL. Not entering into any agreements or commitments related to the implementation of the CLINICAL TRIAL that might result in exceptions or contradictions with its content. Therefore, each Party states that, at this date, none of them is a party in any agreement or pact that might contradict its content. In particular, by virtue of this Clause, the Parties agree that they shall in no event compromise or pay any compensation whatsoever other than those provided for in the Agreement, without prejudice to the expenses incurred for the attendance to/celebration of the meetings required to organize and supervise the execution of the STUDY and the meetings designed to analyze or make the STUDY’s results public (presentations or scientific publications). In addition to the obligations stated in the applicable norms, the SPONSOR shall provide constant support to the PRINCIPAL INVESTIGATOR and shall provide him/her and the CREC with any new information related to the drug under research that may be relevant. It is the FOUNDATION’s responsibility to manage the financial aspect of this CLINICAL TRIAL. To such affect, the FOUNDATION shall receive any payments made by the SPONSOR/CRO and shall distribute them according to the provision...

Duties of the Parties. The roles and responsibilities of each Party are defined below: 2.0.1 Each Party member shall determine which staff members will represent the Party in the conformity process and shall take responsibility to see that the appropriate representatives are available to ensure a cooperative process and adequate communication among the Parties. Each Party shall choose its representative(s) and at least one alternate staff person for interagency consultation and provide their names and contact information to NCDEQ. It is the responsibility of each Party to notify NCDEQ of changes in their appointed designee(s) or contact(s). 2.0.2 All Parties shall review and provide comments to the MPO on draft MTPs, TIPs, and conformity analyses. All Parties shall review and provide comments to NCDEQ on draft SIP submissions. All Parties shall review and provide comments to NCDOT and/or local project sponsors on project-level conformity determination prepared during the National Environmental Policy Act (NEPA) process for FHWA/FTA projects located in the MPO jurisdiction. Parties shall provide their written review comments, if any, to these agencies within twenty- one (21) days of receipt of draft documents unless an alternate deadline has been agreed upon at an interagency consultation meeting. The MPO, NCDEQ, or NCDOT, as appropriate, shall respond in writing to all Parties to explain how comments were addressed or why they were not addressed in the subsequent version of the document that is distributed to all Parties.

Duties of the Parties. LICENSOR is an institute of research and education and not a commercial organization. Therefore, LICENSOR has no ability to evaluate the commercial potential of any PATENT RIGHTS, LICENSED PRODUCT or LICENSED SERVICES or other license or rights granted in this AGREEMENT. It is therefore incumbent upon COMPANY to evaluate the rights, products and services in question, to examine the materials and information provided by LICENSOR and to determine for itself the validity of any PATENT RIGHTS, its freedom to operate, and the value of any LICENSED PRODUCTS or LICENSED SERVICES or other rights granted.

Duties of the Parties. 2.1. This License pertains solely to the conveyance of certain legal rights set forth in Article 1. NTESS does not undertake any duties or responsibilities under this License, other than those expressly set forth in Article 1 of this License. No technical assistance or labor is transfered or conveyed under this License. 2.2. Licensee shall affix appropriate statutory patent markings, in accordance with 35 U.S.C. 287, or other relevant statutes, to all LICENSED PRODUCTS and all packaging and containers of LICENSED PRODUCTS, identifying patent or other intellectual property protection of such products. Licensee shall modify such markings as NTESS may from time to time direct. 2.3. Licensee shall not, without the express written consent of NTESS, associate or in any way connect any name or trademark of NTESS, SNL, or the GOVERNMENT, including “NTESS”, “National Technology and Engineering Solutions of Sandia, LLC”, “Sandia National Laboratories”, and the SNL Thunderbird Logo, with any LICENSED PRODUCT or any service provided by Licensee or a third party. Licensee may, however, indicate that LICENSED PRODUCT is licensed under license granted by NTESS. 2.4. Licensee shall obtain and maintain product liability insurance sufficient to defend or support issues arising from sales of LICENSED PRODUCT. 2.5. Licensee shall not disclose information relating to or contained in NTESS PATENT APPLICATIONS to any third party without prior written approval of NTESS. Licensee shall limit access to information relating to or contained in NTESS PATENT APPLICATIONS to those employees and contractors who require access for the enjoyments of the rights under this License, and who are obligated in writing to not further disclose the information relating to or contained in NTESS PATENT APPLICATIONS. Upon issuance or publication of any specific NTESS PATENT APPLICATIONS, Licensee’s duty of non-disclosure for information contained in that specific patent application shall terminate. 2.6. Licensee shall not, without the express written consent of NTESS, make any oral or written statements or perform any act indicating that NTESS or SNL endorses or approves, or has endorsed or approved, any LICENSED PRODUCT or any service provided by Licensee or a third party. 2.7. The existence of this License may be disclosed for business purposes by any PARTY.

Duties of the Parties a. On behalf of Selling Firm and Licensed Personnel, Selling Firm agrees as follows: i. To transmit or submit, promptly upon receipt, all applications for Contracts directly to Company, all applications for Contracts solicited and premiums received on behalf of Company; ii. To comply with and ensure compliance by Licensed Personnel with all Company Rules and Applicable Laws, including Applicable Laws of each jurisdiction where Selling Firm and/or Licensed Personnel are authorized to solicit sales of the Contracts; iii. To ensure that Licensed Personnel do not offer or sell the Contracts until such individuals are associated, licensed, and duly registered with FINRA and any applicable state securities and insurance authorities; iv. To establish such rules and procedures as required to ensure diligent supervision of Licensed Personnel with regards to the offer or sale of the Contracts; v. In the event Licensed Personnel fails to observe the standards and rules imposed by Selling Firm and Company regarding the sales of the Contracts, to notify Company immediately that such Licensed Personnel is no longer authorized to sell the Contracts and to take whatever action is necessary to terminate the sales activities or services of such Licensed Personnel regarding the Contracts; vi. To be solely responsible for training and supervising Licensed Personnel regarding solicitation and sales of the Contracts; vii. To obtain written approval from a duly authorized officer of Company prior to the publication, broadcast or other dissemination of any material whatsoever regarding Company, the Contracts or any products offered by Company, unless such material has been furnished to Selling Firm by Company for such purpose; viii. To become fully informed as to the provisions and benefits of each Contract and to represent such products adequately and fairly to prospects; ix. To use best efforts to provide service to customers and to maintain in force any business in place with Protective; x. To cooperate fully in any securities or insurance regulatory investigation or proceeding or judicial proceeding arising in connection with the Contracts marketed or sold under this Agreement; xi. To provide prompt notice and reasonable cooperation to Company in the event that any paper is served upon Selling Firm and/or Licensed Personnel in connection with any complaint or legal proceeding against or involving Company; xii. To submit all applications on forms authorized by Company and revi...