Performance of the Project. The Researcher shall properly manage and monitor the Project and inform AHDB in Writing without undue delay if any aspect of the Agreement is not being or is unable to be performed. The Researcher shall provide all the facilities necessary to complete the Project. Any materials or processes used in connection with the carrying out of the Project shall be in accordance with standards set out in the Agreement. The Researcher shall carry out the Project in accordance with the Specification; ensure that its employees, agents and sub-contractors act with reasonable skill, care and diligence; and deliver the Results to AHDB. The Researcher shall take reasonable steps to follow best professional or good industry practice and ensure compliance with all applicable laws, codes of practice including the Joint Code of Practice for Research1, guidelines and any Standards set out in the Specification, including acting in accordance with relevant research governance principles, by itself and its servants, employees, agents and sub-contractors. The Researcher confirms that: it will comply with best practice and relevant provisions, whether statutory or otherwise, relating to health and safety at work; it will comply with the Data Protection Legislation; and it will not unlawfully discriminate within the meaning and scope of the provisions of the Equality Act 2010. The Researcher confirms that in entering into the Agreement it has not: colluded with any competitor in formulating its offer to undertake the Project except insofar as any such competitor is a named participant in a consortium in relation to the Project of which the Researcher is also a participant; canvassed any person associated with AHDB or otherwise sought improperly to improve its competitive position in relation to this Agreement; done or omitted to do anything that would result in a breach of the Bribery Act. The Parties recognise that: this Agreement may provide for the carrying out of experimental research and its undertaking may involve or produce experimental materials, data or processes whose properties and safety may not have been established and any such provided by the Researcher in relation to the Project are supplied ‘as is’ and without any express or implied warranties, representations or undertakings; and unless otherwise agreed, the Researcher does not undertake that the Project will provide specific results or provide data which can be used for a particular purpose. This Agreement shall be construed accordingly taking the agreed intention to achieve the objectives of the Project into full consideration. Except to the extent permitted in this Agreement, the Researcher shall treat all Confidential Information belonging to AHDB as confidential and shall not disclose any such Confidential Information to any other person without the prior consent in Writing of AHDB, except under an obligation of confidentiality upon such persons and to such extent as may be necessary for the performance of the Researcher’s obligations under the Agreement. Each Party may discuss the Agreement and its performance with any adviser or consultant subject to appropriate conditions of confidentiality. The Parties acknowledge that the Project may generate valuable and confidential Results and that the ability to exploit such Results will depend on all such technical information, documents and other materials recording or embodying the Results remaining confidential and secure and agree that they will store, use and disclose confidential Results appropriately. The Researcher shall promptly, and in any case within one week of its becoming aware of any circumstances likely to adversely affect the progress of the Project or the time in which it will be completed, bring these matters to the attention of AHDB’s Representative in Writing and the Representatives shall reasonably agree any consequential action that shall be taken. If the Researcher is unable to carry out its obligations or satisfy any requirements under the Agreement due to any infringement or alleged infringement of any Results which it cannot rectify within a reasonable period such inability shall be deemed a breach by the Researcher and AHDB may without prejudice to any other rights and remedies exercise the powers and remedies available to it under Condition 18. Where the Project involves research into factors such as infections or infestations, the Researcher will aim to establish experimental conditions that will provide such factors so as to meet the Project requirements. AHDB acknowledges that due to the inherent nature of field experiments, the Researcher cannot guarantee that such factors will always occur. Where they do not occur, the Researcher undertakes to inform AHDB’s Representative in Writing as soon as reasonably practical. Each Party shall, subject to being informed reasonably in advance, attend all meetings specified in the Agreement or otherwise reasonably arranged by either Party for the discussion of matters concerned with the Project. The Researcher shall ensure that it has access to all records which relate to the Project and agrees to record all methodology, information and data arising from the Project, including from other participants in the Project (hereinafter the ‘Records’) It shall retain in its possession or otherwise all Records that contain Project technical information for seven years after the later of the termination of the Project or the publication of the final report and all other Records for a further three years and make such Records available to AHDB during such retention periods. the Records shall include all methodology, information and data that would be necessary to repeat and compare the Project as it was undertaken and they shall unless otherwise agreed be kept and provided to AHDB in a format readable using Microsoft Office or Adobe Acrobat. On completion of the Project, or in the event that the Agreement is terminated otherwise, the Researcher shall retain or transfer to AHDB in accordance with Condition 11.13.2 such Records as AHDB may direct, or, where such Records are in the possession of any third party, shall procure that the same is done. The Researcher shall be entitled to securely retain a copy of them solely for the purpose of audit in relation to the Project. AHDB agrees that experimental records and matters relating thereto may be recorded in bound laboratory books, the parts of which that relate to the Project shall be retained and made available in accordance with Condition 11.13. Compliance with the retention provisions of Condition 11.13.1 and the transfer provisions of Condition 11.14 in relation to any record shall be deemed to have been fulfilled if a complete and true copy of that record has been provided to AHDB and a receipt obtained by the Researcher. Without prejudice to the provisions of Annex 4, where the Researcher enters into a Sub-Contract for the purpose of fulfilling its obligations under the Agreement, it shall ensure that provisions are included mutatis mutandis in the Sub-Contract which: have the same effect as Conditions 16.3, 16.3.1 and 16.3.2; and
Appears in 1 contract
Sources: Research Funding Agreement
Performance of the Project. The Researcher shall properly manage and monitor the Project and inform AHDB in Writing without undue delay if any aspect of the Agreement is not being or is unable to be performed. The Researcher shall provide all the facilities necessary to complete the Project. Any materials or processes used in connection with the carrying out of the Project shall be in accordance with standards set out in the Agreement. The Researcher shall carry out the Project in accordance with the Specification; ensure that its employees, agents and sub-contractors act with reasonable skill, care and diligence; and deliver the Results to AHDB. The Researcher shall take reasonable steps to follow best professional or good industry practice and ensure compliance with all applicable laws, codes of practice including the Joint Code of Practice for Research1, guidelines and any Standards set out in the Specification, including acting in accordance with relevant research governance principles, by itself and its servants, employees, agents and sub-contractors. The Researcher confirms that: it will comply with best practice and relevant provisions, whether statutory or otherwise, relating to health and safety at work; it will comply with the Data Protection Legislation; and it will not unlawfully discriminate within the meaning and scope of the provisions of the Equality Act 2010▇▇▇ ▇▇▇▇. The Researcher confirms that in entering into the Agreement it has not: colluded with any competitor in formulating its offer to undertake the Project except insofar as any such competitor is a named participant in a consortium in relation to the Project of which the Researcher is also a participant; canvassed any person associated with AHDB or otherwise sought improperly to improve its competitive position in relation to this Agreement; done or omitted to do anything that would result in a breach of the Bribery Act. The Parties recognise that: this Agreement may provide for the carrying out of experimental research and its undertaking may involve or produce experimental materials, data or processes whose properties and safety may not have been established and any such provided by the Researcher in relation to the Project are supplied ‘as is’ and without any express or implied warranties, representations or undertakings; and unless otherwise agreed, the Researcher does not undertake that the Project will provide specific results or provide data which can be used for a particular purpose. This Agreement shall be construed accordingly taking the agreed intention to achieve the objectives of the Project into full consideration. Except to the extent permitted in this Agreement, the Researcher shall treat all Confidential Information belonging to AHDB as confidential and shall not disclose any such Confidential Information to any other person without the prior consent in Writing of AHDB, except under an obligation of confidentiality upon such persons and to such extent as may be necessary for the performance of the Researcher’s obligations under the Agreement. Each Party may discuss the Agreement and its performance with any adviser or consultant subject to appropriate conditions of confidentiality. The Parties acknowledge that the Project may generate valuable and confidential Results and that the ability to exploit such Results will depend on all such technical information, documents and other materials recording or embodying the Results remaining confidential and secure and agree that they will store, use and disclose confidential Results appropriately. The Researcher shall promptly, and in any case within one week of its becoming aware of any circumstances likely to adversely affect the progress of the Project or the time in which it will be completed, bring these matters to the attention of AHDB’s Representative in Writing and the Representatives shall reasonably agree any consequential action that shall be taken. If the Researcher is unable to carry out its obligations or satisfy any requirements under the Agreement due to any infringement or alleged infringement of any Results which it cannot rectify within a reasonable period such inability shall be deemed a breach by the Researcher and AHDB may without prejudice to any other rights and remedies exercise the powers and remedies available to it under Condition 18. Where the Project involves research into factors such as infections or infestations, the Researcher will aim to establish experimental conditions that will provide such factors so as to meet the Project requirements. AHDB acknowledges that due to the inherent nature of field experiments, the Researcher cannot guarantee that such factors will always occur. Where they do not occur, the Researcher undertakes to inform AHDB’s Representative in Writing as soon as reasonably practical. Each Party shall, subject to being informed reasonably in advance, attend all meetings specified in the Agreement or otherwise reasonably arranged by either Party for the discussion of matters concerned with the Project. The Researcher shall ensure that it has access to all records which relate to the Project and agrees to record all methodology, information and data arising from the Project, including from other participants in the Project (hereinafter the ‘Records’) It shall retain in its possession or otherwise all Records that contain Project technical information for seven years after the later of the termination of the Project or the publication of the final report and all other Records for a further three years and make such Records available to AHDB during such retention periods. the Records shall include all methodology, information and data that would be necessary to repeat and compare the Project as it was undertaken and they shall unless otherwise agreed be kept and provided to AHDB in a format readable using Microsoft Office or Adobe Acrobat. On completion of the Project, or in the event that the Agreement is terminated otherwise, the Researcher shall retain or transfer to AHDB in accordance with Condition 11.13.2 such Records as AHDB may direct, or, where such Records are in the possession of any third party, shall procure that the same is done. The Researcher shall be entitled to securely retain a copy of them solely for the purpose of audit in relation to the Project. AHDB agrees that experimental records and matters relating thereto may be recorded in bound laboratory books, the parts of which that relate to the Project shall be retained and made available in accordance with Condition 11.1311.13.1. Compliance with the retention provisions of Condition 11.13.1 and the transfer provisions of Condition 11.14 in relation to any record shall be deemed to have been fulfilled if a complete and true copy of that record has been provided to AHDB and a receipt obtained by the Researcher. Without prejudice to the provisions of Annex 4, where the Researcher enters into a Sub-Contract for the purpose of fulfilling its obligations under the Agreement, it shall ensure that provisions are included mutatis mutandis in the Sub-Contract which: have the same effect as Conditions 16.3, 16.3.1 and 16.3.2; and
Appears in 1 contract
Sources: Research Funding Agreement