Recipient Obligations Clause Samples
The Recipient Obligations clause defines the specific duties and responsibilities that the recipient of goods, services, or information must fulfill under the agreement. Typically, this includes requirements such as maintaining confidentiality, using the provided materials only for permitted purposes, and complying with applicable laws or standards. By clearly outlining what is expected from the recipient, this clause helps prevent misunderstandings and ensures that both parties are aware of their respective roles, thereby reducing the risk of disputes.
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Recipient Obligations. The Recipient agrees to: protect and maintain the confidentiality of all Confidential Information using at least the same level of care it uses to safeguard its own confidential information, but in no case less than a commercially reasonable standard of care; refrain from using the Disclosing Party’s Confidential Information, or allowing it to be accessed or used, for any purpose other than the Purpose or related transactions between the Parties, or in any way that could harm the Disclosing Party, including, but not limited to, reverse engineering, disassembling, decompiling, or circumventing the Disclosing Party’s proprietary services, products, or confidential intellectual property; not disclose any Confidential Information to any individual or entity, except to its Representatives who: need access to the Confidential Information to assist the Recipient or act on its behalf in connection with the Purpose or to exercise the Recipient's rights under this Agreement; are informed by the Recipient of the confidential nature of the information; and are bound by confidentiality obligations to the Recipient that are at least as stringent as the terms of this Agreement. The Recipient is responsible for any breach of this Agreement caused by any of its Representatives. Except as required by applicable federal, state, or local law or regulation or as agreed in writing by the Disclosing Party, the Recipient shall not, nor shall it permit its Representatives to, disclose to any third party: that the Confidential Information has been made available to them or their Representatives, or that they have reviewed any portion of the Confidential Information; that any discussions or negotiations related to the Confidential Information or the Purpose are ongoing or may take place, including any details on the status of such discussions or negotiations; or any terms, conditions, or arrangements being discussed or negotiated in connection with the Confidential Information or the Purpose.
Recipient Obligations. 3.1 The Recipient shall ensure that it and the members of the Research Team and any other member of staff, student or other person engaged by the Recipient in the Research undertakes to observe the terms of this Agreement and any further or supplementary agreement entered into between the Parties.
3.2 The Recipient acknowledges that the Dataset is pseudonymised and that the intention is that the University of Oxford shall not transfer, disclose or otherwise make available any personal data (as defined in the Data Protection Act 2018) to the Recipient. Notwithstanding, the Recipient shall immediately notify the University of Oxford if it becomes aware that the Dataset may or does contain personal data and shall follow the reasonable instructions issued by the University of Oxford.
3.3 The Recipient shall not:
3.3.1 use the Dataset for any purpose other than the Research;
3.3.2 use, attempt to use or permit use of the Dataset to re-identify or contact any individual (living or deceased), community or medical institution associated with the Dataset; or
3.3.3 link, attempt to link or permit a Third Party to link the Dataset with any other data in a manner that may enable re-identification of individuals (living or deceased), communities or medical institutions associated with the Dataset; or
3.3.4 during the period of this Agreement or thereafter, disclose to any persons other than the Research Team any Confidential Information except as expressly permitted by the terms of this Agreement.
3.4 The Recipient shall:
3.4.1 ensure that each member of the Research Team is bound to comply with the terms of this Agreement including undertakings of confidentiality equivalent to those set forth in this clause; and
3.4.2 take all practicable steps whilst such information is in its possession or control to prevent access thereto by any person not so entitled under this Agreement.
3.5 During the Term the Recipient shall:
3.5.1 contact the Data Contributor(s) named in Schedule 1 and invite its/their participation in the Research. The structure of participation can be decided between the Recipient and each Data Contributor;
3.5.2 ensure that at all times it holds and maintains all necessary licences, permits and/or consents necessary for it to perform the Research;
3.5.3 ensure that any regulatory and/or ethics committee approvals required for use of the Dataset in the Research are obtained before the Dataset is used;
3.5.4 ensure that the Dataset is used in compliance with ...
Recipient Obligations. 2.1 The Recipient agrees to support the Project in accordance with this Agreement.
2.2 In supporting the Project, the Recipient must:
(a) exercise reasonable diligence, care and skill;
(b) administer the Funding in accordance with the Agreement to support the Fellow to complete the Project;
(c) not replace the Fellow named in the Application with another person;
(d) complete the Project Deliverables by the relevant Deliverable due dates. This includes the provision of the required Reports, Financial Acquittal Statements and valid tax invoices;
(e) ensure that the Fellow completes the Project Milestones annually;
(f) ensure it makes the Recipient Contribution to the Project as per the Application and summarised in Item 11 of Schedule 1;
(g) ensure the Partners provide the Partner Contributions to the Project as per the Application and summarised in Item 12 of Schedule 1;
(h) ensure that the Project expenditure is managed in accordance with the project expenditure table in the Application;
(i) notify the Department within 20 Business Days of any matter that may affect the Fellow or Recipient’s eligibility for funding under the Guidelines, including but not limited to:
(i) the Fellow ceasing employment with the Recipient;
(ii) the Fellow moving residence to outside of Queensland;
(iii) the Fellow travelling outside of Queensland for more than six weeks;
(iv) the Fellow taking extended leave or being unable to undertake the Project for an extended period;
(v) the Fellow changing the proportion of their time committed to the Project;
(vi) the Recipient Contributions or Partner Contributions changing;
(vii) the Project Partner organisations changing; and
(viii) the Project expenditure changing.
(j) ensure that (where relevant):
(i) the Project complies with National Health and Medical Research Council Guidelines;
(ii) the Project complies with the Code of Ethical Practice for Biotechnology in Queensland;
(iii) the Project is cleared by all relevant ethical committees prescribed by the Recipient organisation’s research rules; and
(iv) evidence of compliance with this clause is provided, if requested by the Department;
(k) not assign, transfer or subcontract its obligations, without prior written consent of the Department;
(l) notify the Department of any breach of these terms or any matter that may affect the performance of the Agreement; and
(m) comply with all relevant laws.
Recipient Obligations. The Recipient shall:
(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
(b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose or any related transactions between the Parties, or otherwise in any manner to the Disclosing Party's detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party's proprietary services, products and/or confidential intellectual property;
(c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who:
(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the Agreement;
(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and
(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and
(d) be responsible for any breach of this Agreement caused by any of its Representatives.
Recipient Obligations. The Recipient shall protect and safeguard the confidentiality of all Confidential Information with at least the same degree of care as the Recipient would protect its own confidential information, but in no event with less than a commercially reasonable degree of care; not use the Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose, including without limitation, to reverse engineer, disassemble, decompile or design around confidential intellectual property; not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who need to know the Confidential Information in relation to the Purpose and are informed of the obligations hereunder and agree to abide by the same. Recipient will promptly notify the Disclosing Party of any unauthorized disclosure of Confidential Information or other breaches of this Agreement.
Recipient Obligations. The Recipient shall: (a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than the Purpose; (c) not disclose any such Confidential Information to any person or entity, except to the Recipient's Representatives who (i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under this Agreement, (ii) are informed by the Recipient of the confidential nature of the Confidential Information and directed by the Recipient to observe the terms of this Agreement applicable to Recipient’s Representatives; and (d) be responsible for any breach of this Agreement by any of its Representatives.
Recipient Obligations. The Recipient shall:
(a) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;
(b) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than the purpose of exercising its rights or fulfilling its obligations under this Agreement;
(c) not disclose any such Confidential Information to any person or entity, except to the Recipient’s Representatives who:
(i) need to know the Confidential Information to assist the Recipient, or act on its behalf, in relation to the purpose of this Agreement or to exercise its rights under the Agreement;
(ii) are informed by the Recipient of the confidential nature of the Confidential Information; and
(iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement; and
(d) be responsible for any breach of this Agreement caused by any of its Representatives.
Recipient Obligations. 1.1 The Recipient agrees to perform the Project in accordance with this Agreement.
1.2 In performing the Project, the Recipient must:
(a) exercise reasonable diligence, care and skill;
(b) comply with standards of professional care and diligence of the industry to which the Recipient belongs;
(c) ensure that its Representatives are competent and have the necessary skills to carry out the Project;
(d) provide the Recipient Contribution (if any) to the Project;
(e) ensure the Partner Contribution (if any) is provided to the Project;
(f) provide the required information and reports specified in this Agreement;
(g) perform the relevant Project milestone activities, outcomes and deliverables specified in Item 10 of the Details;
(h) not novate, assign, transfer or subcontract its obligations without the prior written consent of the Department;
(i) notify the Department of any breach of these terms or any matter that may affect the performance of the Project;
(j) comply with all relevant laws, codes of practice and standards applicable to the Project;
(k) obtain (and where relevant maintain and comply with) all relevant approvals and certifications needed for the Project;
(l) comply with the Funding Guidelines (if any);
(m) comply with any policies as notified by the Department relevant to the Project;
(n) not do anything or become involved in any situation which, in the reasonable opinion of the Department, reflects unfavourably upon the State of Queensland and/or the Project; and
(o) communicate with the Department’s contact and provide information as reasonably required by the Department.
Recipient Obligations. The Recipient shall: organize, manage, and deliver the Event in strict accordance with the details provided in Schedule 1. This includes ensuring that all promotional placements and sponsor benefits are executed as agreed; prominently display the Sponsor’s branding, logos, and other provided materials in all agreed-upon promotional activities and Event-related materials. This includes inclusion on websites, event signage, social media channels, press releases, and any other media as specified in Schedule 2; provide periodic performance reports as detailed in Schedule 3, including metrics such as audience reach, engagement levels, and other relevant data. The Recipient shall grant the Sponsor access to any third-party verification tools as necessary to authenticate these reports; designate a primary point of contact to facilitate smooth communication with the Sponsor. The Recipient agrees to notify the Sponsor promptly of any changes to the Program’s schedule, scope, or any other factor that might affect the sponsorship benefits; ensure that all Event activities, promotional materials, and content incorporating the Sponsor’s branding adhere to the highest quality standards and are consistent with the Sponsor’s guidelines. Any deviations must be pre-approved by the Sponsor in writing; and ensure that all activities under this Agreement will comply with applicable laws, regulations, and industry standards. The Recipient is responsible for obtaining any necessary permits or licenses for the Event and ensuring that all sponsored content includes the required disclosures.
Recipient Obligations. 1. Any Commercial Use of the Material without prior written consent from IZSLER-BVR is strictly forbidden. The Material can not be transferred, sold, given, distributed to third parties without prior written consent from IZSLER-BVR.
2. In no case the Recipient will start a patent application or exploit the Material, without prior written consent from IZSLER-BVR.
3. Unless otherwise authorized by IZSLER-BVR in writing, the Material and Derivatives shall not be incorporated into any service or product for sale, or used for the commercial provision or production of any service or product for sale. For the avoidance of doubts, genomic or plasmid nucleic acids from all of IZSLER-BVR’s cultures or microorganisms shall be deemed as Derivatives.