Common use of Performance of the Project Clause in Contracts

Performance of the Project. ‌ 3.1 The Parties agree to perform their respective roles and responsibilities in conducting the Project: (a) in a competent and diligent manner, exercising due care and skill; (b) using appropriately qualified and experienced personnel; (c) in compliance with: (i) the terms and conditions of this Agreement, including any Special Conditions that may be specified in Schedule 1; (ii) the Ethics Approval, Research Plan, Site Specific Authorisation, and any site- specific requirements nominated in Schedule 1 or otherwise reasonable and notified to the Parties in writing; (iii) the principles of good scientific practice, good clinical practices and, if applicable, good manufacturing practices; and (iv) all applicable local, state and federal laws, legislation, regulations, rules, by-laws, including without limitation the Relevant Privacy Laws. 3.2 If the Project is wholly or partially funded under a Funding Agreement: (a) the Party which is a party to the Funding Agreement (Lead) undertakes to comply with the Funding Agreement;‌ (b) Parties other than the Lead will use their best endeavours to not do anything which would cause the Lead to be in breach of the Funding Agreement; and (c) the Parties will co-operate and do all things reasonably required to assist the Lead to meet its obligations under the Funding Agreement including providing all information that the Lead requires to meet a condition of any Funding, as well as any other applicable reporting, compliance and financial management obligations relating to the Funding; 3.3 The Parties will use best endeavours to: (a) ensure that their Investigators follow the relevant research governance procedures for the notification and management of breaches of the Australian Code for the Responsible Conduct of Research (2018) including instances of Research Misconduct, and to cooperate with each other in relation to any allegations of Research Misconduct arising in connection with the Project; (b) keep complete and accurate records and accounts for their conduct of the Project, to be sufficient to enable a complete understanding of all Project IP and expenditure by a Party of all cash Contributions and the Funding (if any). 3.4 Each Party acknowledges and agrees that the Project involves research of a speculative nature, and that the Project may not result in any particular outcome or Project IP, which may or may not be able to be used or commercialised. 3.5 Except as provided for in Schedule 1, the Parties will respect the Moral Rights of authors of Background IP and Project IP. 3.6 The Parties will require their respective Investigators to meet regularly to discuss the progress and conduct of the Project, including:‌ (a) any outcomes or developments related to analysis of the Human Biological Material, Study Participant Data or other Materials; (b) any actual or potential Project IP; (c) any Improvements to Background IP as a result of its use in the Project; or (d) any actual or anticipated amendment or variation to the Research Plan. 3.7 The timing and agenda for the meetings described in clause 3.6 will be agreed between the Parties from time to time, or in the absence of agreement, as directed by the Coordinating Principal Investigator. 3.8 The Lead will make the Funding available to the other Parties to the extent and at the time as set out in Schedule 1. Each Party receiving Funding agrees to ensure it will be spent only on the Project and in accordance with the budget approved under the Funding Agreement, unless otherwise agreed in writing between the Parties and approved by the relevant funding body (if required). 3.9 Each Party will make their respective Contributions to the Project, including providing all cash, equipment, consumables, services and facilities necessary for the conduct of the Project, as set out in Schedule 1. 3.10 The Parties acknowledge and agree that the safety and well-being of Study Participants is paramount and nothing in this Agreement will require a Party to take a step in the course of the Project which would inhibit the care, safety or well-being of those Study Participants. 3.11 Each Party warrants throughout the Term that neither it, and to the best of its knowledge its personnel, have a conflict of interest in the performance of the Project, except as may have been disclosed and resolved to the satisfaction of the other Parties.

Performance of the Project. ‌ 3.1 3.1. The Parties agree to perform their respective roles and responsibilities in conducting the Project: (a) in a competent and diligent manner, exercising due care and skill; (b) using appropriately qualified and experienced personnel; (c) in compliance with: (i) i. the terms and conditions of this Agreement, including any Special Conditions that may be specified in Schedule 1; (ii) . the Ethics Approval, Research Plan, Site Specific Authorisation, and any site- specific requirements nominated in Schedule 1 or otherwise reasonable and notified to the Parties in writing; (iii) . the principles of good scientific practice, good clinical practices and, if applicable, good manufacturing practices; and (iv) . all applicable local, state and federal laws, legislation, regulations, rules, by-laws, including without limitation the Relevant Privacy Laws. 3.2 3.2. If the Project is wholly or partially funded under a Funding Agreement: (a) the Party which is a party to the Funding Agreement (Lead) undertakes to comply with the Funding Agreement;‌Agreement; (b) Parties other than the Lead will use their best endeavours to not do anything which would cause the Lead to be in breach of the Funding Agreement; and (c) the Parties will co-operate and do all things reasonably required to assist the Lead to meet its obligations under the Funding Agreement including providing all information that the Lead requires to meet a condition of any Funding, as well as any other applicable reporting, compliance and financial management obligations relating to the Funding; 3.3 3.3. The Parties will use best endeavours to: (a) ensure that their Investigators follow the relevant research governance procedures for the notification and management of breaches of the Australian Code for the Responsible Conduct of Research (2018) including instances of Research Misconduct, and to cooperate with each other in relation to any allegations of Research Misconduct arising in connection with the Project; (b) keep complete and accurate records and accounts for their conduct of the Project, to be sufficient to enable a complete understanding of all Project IP and expenditure by a Party of all cash Contributions and the Funding (if any). 3.4 3.4. Each Party acknowledges and agrees that the Project involves research of a speculative nature, and that the Project may not result in any particular outcome or Project IP, which may or may not be able to be used or commercialised. 3.5 3.5. Except as provided for in Schedule 1, the Parties will respect the Moral Rights of authors of Background IP and Project IP. 3.6 3.6. The Parties will require their respective Investigators to meet regularly to discuss the progress and conduct of the Project, including:‌including: (a) any outcomes or developments related to analysis of the Human Biological Material, Study Participant Data or other Materials; (b) any actual or potential Project IP; (c) any Improvements to Background IP as a result of its use in the Project; or (d) any actual or anticipated amendment or variation to the Research Plan. 3.7 3.7. The timing and agenda for the meetings described in clause 3.6 will be agreed between the Parties from time to time, or in the absence of agreement, as directed by the Coordinating Principal Investigator. 3.8 3.8. The Lead will make the Funding available to the other Parties to the extent and at the time as set out in Schedule 1. Each Party receiving Funding agrees to ensure it will be spent only on the Project and in accordance with the budget approved under the Funding Agreement, unless otherwise agreed in writing between the Parties and approved by the relevant funding body (if required). 3.9 3.9. Each Party will make their respective Contributions to the Project, including providing all cash, equipment, consumables, services and facilities necessary for the conduct of the Project, as set out in Schedule 1. 3.10 3.10. The Parties acknowledge and agree that the safety and well-being of Study Participants is paramount and nothing in this Agreement will require a Party to take a step in the course of the Project which would inhibit the care, safety or well-being of those Study Participants. 3.11 3.11. Each Party warrants throughout the Term that neither it, and to the best of its knowledge its personnel, have a conflict of interest in the performance of the Project, except as may have been disclosed and resolved to the satisfaction of the other Parties.