Common use of REPORTING AND MEETINGS Clause in Contracts

REPORTING AND MEETINGS. The Contractor shall provide all equipment, consumables, plant, materials and other such items and resources necessary for the supply of the Services, unless otherwise agreed by DfE under the Call-Off Contract. The Contractor shall: obtain and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable the provision of any of the Services; provide DfE with such assistance as DfE may reasonably require during the Framework Term in connection with the management and administration of this Framework Agreement; promptly notify DfE in the event that it undergoes a Change of Control; and at all times act in an appropriate manner in accordance with the ethical guidelines of any applicable Regulatory Bodies. Where this Framework Agreement places an obligation on the Contractor to do, or refrain from doing, any act or thing, this will also mean that the Contractor shall procure that all Sub-Contractors and Personnel also do, or refrain from doing, such act or thing. The Parties shall in performing its obligations under the Framework Agreement comply with applicable law, any applicable codes of practice or governmental regulation, and monitor compliance with relevant legislation. The Contractor shall provide such quality assurance activities as are required by the Framework Specification. PREVENTION OF FRAUD AND ▇▇▇▇▇▇▇ THE CONTRACTOR SHALL NOT: COMMIT A PROHIBITED ACT; AND/OR DO OR SUFFER ANYTHING TO BE DONE WHICH WOULD CAUSE DFE OR ANY OF ITS RESPECTIVE EMPLOYEES, CONSULTANTS, CONTRACTORS, SUB-CONTRACTORS OR AGENTS TO CONTRAVENE ANY OF THE RELEVANT REQUIREMENTS OR OTHERWISE INCUR ANY LIABILITY IN RELATION TO THE RELEVANT REQUIREMENTS. THE CONTRACTOR SHALL, DURING THE Framework Term (or if longer the term of any Call-Off Contract): ESTABLISH, MAINTAIN AND ENFORCE, AND REQUIRE THAT ITS SUB-CONTRACTORS ESTABLISH, MAINTAIN AND ENFORCE, POLICIES AND PROCEDURES WHICH ARE ADEQUATE TO ENSURE COMPLIANCE WITH THE RELEVANT REQUIREMENTS AND PREVENT THE OCCURRENCE OF A PROHIBITED ACT; AND KEEP APPROPRIATE RECORDS OF ITS COMPLIANCE WITH ITS OBLIGATIONS UNDER CLAUSE 11.1.1 AND MAKE SUCH RECORDS AVAILABLE TO DFE ON REQUEST. THE CONTRACTOR SHALL IMMEDIATELY NOTIFY DFE IN WRITING IF IT BECOMES AWARE OF A BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇) OR HAS REASON TO BELIEVE THAT IT HAS OR ANY OF THE PERSONNEL HAVE: BEEN SUBJECT TO AN INVESTIGATION OR PROSECUTION WHICH RELATES TO AN ALLEGED PROHIBITED ACT; BEEN LISTED BY ANY GOVERNMENT DEPARTMENT OR AGENCY AS BEING DEBARRED, SUSPENDED, PROPOSED FOR SUSPENSION OR DEBARMENT, OR OTHERWISE INELIGIBLE FOR PARTICIPATION IN GOVERNMENT PROCUREMENT PROGRAMMES OR CONTRACTS ON THE GROUNDS OF A PROHIBITED ACT; AND/OR RECEIVED A REQUEST OR DEMAND FOR ANY UNDUE FINANCIAL OR OTHER ADVANTAGE OF ANY KIND IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR OTHERWISE SUSPECTS THAT ANY PERSON DIRECTLY OR INDIRECTLY CONNECTED WITH THE PERFORMANCE OF SERVICES HAS COMMITTED OR ATTEMPTED TO COMMIT A PROHIBITED ACT. THE CONTRACTOR SHALL RESPOND PROMPTLY TO DFE’S ENQUIRIES, CO-OPERATE WITH ANY INVESTIGATION, AND ALLOW DFE TO AUDIT ANY BOOKS, RECORDS AND/OR ANY OTHER RELEVANT DOCUMENTATION IN CONNECTION WITH ANY BREACH, OR SUSPECTED BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇). IF THE CONTRACTOR IS IN DEFAULT UNDER CLAUSE 11.1, DFE MAY BY NOTICE: REQUIRE THE CONTRACTOR TO REMOVE FROM PERFORMANCE OF SERVICES ANY PERSONNEL WHOSE ACTS OR OMISSIONS HAVE CAUSED THE DEFAULT; OR IMMEDIATELY TERMINATE THIS Framework Agreement and/or any Call-Off Contract. ANY NOTICE SERVED BY DFE UNDER CLAUSE 11.5 SHALL SPECIFY THE NATURE OF THE PROHIBITED ACT, THE IDENTITY OF THE PARTY WHO DFE BELIEVES HAS COMMITTED THE PROHIBITED ACT AND THE ACTION THAT DFE HAS TAKEN (INCLUDING, WHERE RELEVANT, THE DATE ON WHICH THE FRAMEWORK AGREEMENT AND/OR ANY CALL-OFF CONTRACT SHALL TERMINATE). Any termination under this clause 11 (Prevention of Fraud and Bribery) will be without prejudice to any right or remedy which has already accrued or subsequently accrues to DfE.

REPORTING AND MEETINGS. The Contractor shall provide all equipment, consumables, plant, materials prepare and other such items submit the following reports to the Contracting Body in connection with its performance of its obligations and resources necessary for the supply delivery of the Services, unless otherwise agreed by DfE Services under the Call-Off Contract. The : a monthly report (the “Monthly Performance Report”) setting out which the Contractor shallshall provide to the Contracting Body by no later than the tenth day of each calendar month: obtain its performance against the Key Performance Indicators set out in Schedule 13 (Key Performance Indicators) to the Framework Agreement, and maintain otherwise agreed between the parties in a Call-Off Contract and set out in the Engagement Letter; all consents, licences work in progress costs and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable expenses as against the provision fixed Charges in the Engagement Letter; the results of any of the Services; provide DfE with such assistance as DfE may reasonably require during the Framework Term in connection with the management and administration of this Framework Agreement; promptly notify DfE in the event that it undergoes a Change of Control; and at all times act in an appropriate manner quality assurance undertaken in accordance with the ethical guidelines Call-Off Contract Specification; full details of any applicable Regulatory Bodies. Where complaints received from any Education Provider in connection with its delivery of the Services under this Framework Agreement places an obligation on the Contractor to do, or refrain from doing, any act or thing, this will also mean that the Contractor shall procure that all Sub-Contractors and Personnel also do, or refrain from doing, such act or thing. The Parties shall in performing its obligations under the Framework Agreement comply with applicable law, any applicable codes of practice or governmental regulation, and monitor compliance with relevant legislation. The Contractor shall provide such quality assurance activities as are required by the Framework Specification. PREVENTION OF FRAUD AND ▇▇▇▇▇▇▇ THE CONTRACTOR SHALL NOT: COMMIT A PROHIBITED ACT; AND/OR DO OR SUFFER ANYTHING TO BE DONE WHICH WOULD CAUSE DFE OR ANY OF ITS RESPECTIVE EMPLOYEES, CONSULTANTS, CONTRACTORS, SUB-CONTRACTORS OR AGENTS TO CONTRAVENE ANY OF THE RELEVANT REQUIREMENTS OR OTHERWISE INCUR ANY LIABILITY IN RELATION TO THE RELEVANT REQUIREMENTS. THE CONTRACTOR SHALL, DURING THE Framework Term (or if longer the term of any Call-Off Contract): ESTABLISH; any other management information as the Contracting Body may reasonably request. The Contracting Body’s Representative and the Contractor’s Representative shall meet from time to time (and at least once per month) to discuss: the Monthly Performance Report; the Contractor’s delivery of any Rectification Plan in accordance with Additional Clause 9.3; any other matters which the Contracting Body may propose. The Contracting Body may make changes to the nature of the management information that the Contractor is required to supply in the Monthly Performance Report and shall give the Contractor at least one Month’s written notice of any changes. service rectification and remedies Where these Additional Clauses apply, MAINTAIN AND ENFORCEthey shall apply in place of clause 21 (Performance Monitoring) of the Call-Off Terms and Conditions. Without prejudice to any other right or remedy of the Contracting Body howsoever arising and subject to clause 22 (Liability) of the Call-Off Contract Terms and Conditions, AND REQUIRE THAT ITS SUBif the Contractor commits any Default of this Call-CONTRACTORS ESTABLISHOff Contract, MAINTAIN AND ENFORCEthe Contracting Body may (whether or not any part of the Services have been delivered) do any of the following: at the Contracting Body’s option, POLICIES AND PROCEDURES WHICH ARE ADEQUATE TO ENSURE COMPLIANCE WITH THE RELEVANT REQUIREMENTS AND PREVENT THE OCCURRENCE OF A PROHIBITED ACTgive the Contractor the opportunity to remedy (at the Contractor’s own cost) the Default together with any damage resulting from such Default; AND KEEP APPROPRIATE RECORDS OF ITS COMPLIANCE WITH ITS OBLIGATIONS UNDER CLAUSE 11.1.1 AND MAKE SUCH RECORDS AVAILABLE TO DFE ON REQUEST. THE CONTRACTOR SHALL IMMEDIATELY NOTIFY DFE IN WRITING IF IT BECOMES AWARE OF A BREACH OF THIS CLAUSE 11 (Prevention where the Default is a Notifiable Default refer the matter to the Rectification Plan Process; carry out at the Contractor’s cost any work necessary to make the provision of Fraud and ▇▇▇▇▇▇▇) OR HAS REASON TO BELIEVE THAT IT HAS OR ANY OF THE PERSONNEL HAVE: BEEN SUBJECT TO AN INVESTIGATION OR PROSECUTION WHICH RELATES TO AN ALLEGED PROHIBITED ACT; BEEN LISTED BY ANY GOVERNMENT DEPARTMENT OR AGENCY AS BEING DEBARRED, SUSPENDED, PROPOSED FOR SUSPENSION OR DEBARMENT, OR OTHERWISE INELIGIBLE FOR PARTICIPATION IN GOVERNMENT PROCUREMENT PROGRAMMES OR CONTRACTS ON THE GROUNDS OF A PROHIBITED ACT; AND/OR RECEIVED A REQUEST OR DEMAND FOR ANY UNDUE FINANCIAL OR OTHER ADVANTAGE OF ANY KIND IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR OTHERWISE SUSPECTS THAT ANY PERSON DIRECTLY OR INDIRECTLY CONNECTED WITH THE PERFORMANCE OF SERVICES HAS COMMITTED OR ATTEMPTED TO COMMIT A PROHIBITED ACT. THE CONTRACTOR SHALL RESPOND PROMPTLY TO DFE’S ENQUIRIES, CO-OPERATE WITH ANY INVESTIGATION, AND ALLOW DFE TO AUDIT ANY BOOKS, RECORDS AND/OR ANY OTHER RELEVANT DOCUMENTATION IN CONNECTION WITH ANY BREACH, OR SUSPECTED BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇). IF THE CONTRACTOR IS IN DEFAULT UNDER CLAUSE 11.1, DFE MAY BY NOTICE: REQUIRE THE CONTRACTOR TO REMOVE FROM PERFORMANCE OF SERVICES ANY PERSONNEL WHOSE ACTS OR OMISSIONS HAVE CAUSED THE DEFAULT; OR IMMEDIATELY TERMINATE THIS the Services comply with this Framework Agreement and/or any or the relevant Call-Off Contract. ANY NOTICE SERVED BY DFE UNDER CLAUSE 11.5 SHALL SPECIFY THE NATURE OF THE PROHIBITED ACT, THE IDENTITY OF THE PARTY WHO DFE BELIEVES HAS COMMITTED THE PROHIBITED ACT AND THE ACTION THAT DFE HAS TAKEN (INCLUDING, WHERE RELEVANT, THE DATE ON WHICH THE FRAMEWORK AGREEMENT AND/OR ANY CALL-OFF CONTRACT SHALL TERMINATE). Any termination under this clause 11 (Prevention of Fraud and Bribery) will be without Without prejudice to any other right or remedy available to the Contracting Body, in the event that: there is or is likely to be three (3) or more failures to meet the Key Performance Indicators in any six (6) month period; the Monthly Performance Report identifies as part of quality assurance monitoring errors or other failings of Deliverables in more than 10% of the Deliverables in any month; any quality assurance visit conducted in accordance with the Call-Off Contract identifies errors or other failings of Deliverables in more than 10% of the Deliverables reviewed as part of the visit; or the Contractor commits a material default of this Call-Off Contract (or a number of repeated defaults which taken together constitute a material default); each a “Notifiable Default”, the supplier shall notify the Contracting Body within three (3) Business Days of being aware of the Notifiable Default detailing the anticipated or actual effect of the Notifiable Default. Where the Contractor notifies the Contracting Body of a Notifiable Default, or where The Contracting Body notifies the Contractor of a Notifiable Default, the Contractor shall submit a draft Rectification Plan to the Contracting Body for it to review as soon as possible and in any event within 10 Business Days (or such other period that may be agreed between the Parties after the original notification). The draft Rectification Plan shall set out: full details of the Notifiable Default that has already accrued occurred including root cause analysis; the actual or subsequently accrues anticipated effects of the Notifiable Default; the steps which the Contractor proposes to DfE.take to rectify the Notifiable Default (if applicable) and to prevent such Notifiable Default from recurring including timescales for such steps and for the rectification of the Notifiable Default (where applicable); and any other information that the Contracting Body may reasonably request in relation to the Notifiable Default or proposed rectification. The Contracting Body may reject the draft Rectification Plan if it acting reasonably considers it to be inadequate and will notify the Contractor as soon as reasonably practicable of its acceptance or rejection of the draft Rectification Plan. Where the Contracting Body rejects the draft Rectification Plan, the Contractor shall submit a revised draft Rectification Plan to the Contracting Body as soon as possible and within five (5) Business Days of the rejection. If the Contracting Body accepts the Rectification Plan, the Contractor shall (at its own cost) start work on the actions set out in the Rectification Plan, in accordance with its terms, and to meet any deadlines set out in the Rectification Plan. KNOWLEDGE RETENTION The Contractor shall co-operate fully with the Contracting Body in order to enable an efficient and detailed knowledge transfer from the Contractor to the Contracting Body on the completion or earlier termination of the Framework Agreement or any Call-Off Contract and in addition, to minimise any disruption to routine operational requirements. To facilitate this transfer, the Contractor shall provide the Contracting Body free of charge with full access to its Personnel, and in addition, copies of all documents, reports, summaries and any other information requested by the Contracting Body. The Contractor shall comply with The Contracting Body’s request for information no later than 15 Business Days from the date that that request was made.

REPORTING AND MEETINGS. The Contractor Consultant will provide such written reports and attend meetings as set out in Schedule 1. 5. Intellectual Property Nothing in this Agreement will affect the ownership of each party’s intellectual property which exists prior to the Commencement Date or is created independently of this Agreement (“Background IP”), which shall provide all equipmentremain the property of the party introducing it in relation to this Agreement. The Consultant hereby grants to the University a non-exclusive, consumablesfully paid-up, plantroyalty-free, materials irrevocable and other such items perpetual licence, with the right to sub-license, to use the Consultant’s Background IP, but only if and resources necessary to the extent that it is required for the supply University to enjoy the full benefit and use of the Services, unless otherwise agreed by DfE under the Call-Off ContractForeground IP for all purposes. The Contractor shall: obtain University will own all intellectual property rights created by the Consultant in the course of delivering the Services (‘Foreground IP’). To the extent that any such Foreground IP is capable of prospective assignment, the Consultant now assigns such Foreground IP to the University; and maintain all consentsto the extent any Foreground IP cannot prospectively be assigned, licences the Consultant will assign such Foreground IP to the University as and permissions (statutorywhen it is created, regulatory, contractual or otherwise) it may require and which are necessary to enable at the provision of any request of the Services; provide DfE with such assistance as DfE may reasonably require during the Framework Term in connection with the management and administration of this Framework Agreement; promptly notify DfE in the event that it undergoes a Change of Control; and at all times act in an appropriate manner in accordance with the ethical guidelines of any applicable Regulatory Bodies. Where this Framework Agreement places an obligation on the Contractor to do, or refrain from doing, any act or thing, this will also mean that the Contractor shall procure that all Sub-Contractors and Personnel also do, or refrain from doing, such act or thingUniversity. The Parties shall in performing its obligations under Consultant also agrees, at the Framework Agreement comply with applicable lawUniversity’s expense, to take any applicable codes of practice or governmental regulation, action and monitor compliance with relevant legislation. The Contractor shall provide such quality assurance activities as are execute any document reasonably required by the Framework SpecificationUniversity to give effect to any of its rights under this Agreement. PREVENTION OF FRAUD AND The Consultant hereby waives all moral rights, if any, to which the Consultant may now or at any future time be entitled under the Copyright, Designs and Patents ▇▇▇▇ ▇▇▇▇ THE CONTRACTOR SHALL NOTas amended from time to time in respect of the works (s)he creates in the course of delivering the Services. The Consultant warrants that in providing the Services and any deliverables as identified in Schedule 1, that the Services and such deliverables will: COMMIT A PROHIBITED ACT; AND/OR DO OR SUFFER ANYTHING TO BE DONE WHICH WOULD CAUSE DFE OR ANY OF ITS RESPECTIVE EMPLOYEES, CONSULTANTS, CONTRACTORS, SUB-CONTRACTORS OR AGENTS TO CONTRAVENE ANY OF THE RELEVANT REQUIREMENTS OR OTHERWISE INCUR ANY LIABILITY IN RELATION TO THE RELEVANT REQUIREMENTS. THE CONTRACTOR SHALL, DURING THE Framework Term (or if longer a) not infringe the term rights of any Callthird party; and (b) not use open-Off Contract): ESTABLISHsource software or technology which requires modifications, MAINTAIN AND ENFORCEimprovements, AND REQUIRE THAT ITS SUB-CONTRACTORS ESTABLISHor alterations to be published under an open source licence, MAINTAIN AND ENFORCEexcept as otherwise agreed in writing with the University in advance. The Consultant shall indemnify and keep indemnified the University against any liabilities, POLICIES AND PROCEDURES WHICH ARE ADEQUATE TO ENSURE COMPLIANCE WITH THE RELEVANT REQUIREMENTS AND PREVENT THE OCCURRENCE OF A PROHIBITED ACT; AND KEEP APPROPRIATE RECORDS OF ITS COMPLIANCE WITH ITS OBLIGATIONS UNDER CLAUSE 11.1.1 AND MAKE SUCH RECORDS AVAILABLE TO DFE ON REQUESTcosts, expenses, damages and losses suffered or incurred by the University (including legal expenses) arising out of or in connection with any claim made against the University for actual or alleged infringement by Consultant of a third party's intellectual property rights arising out of or in connection with this Agreement. THE CONTRACTOR SHALL IMMEDIATELY NOTIFY DFE IN WRITING IF IT BECOMES AWARE OF A BREACH OF THIS CLAUSE 11 Except as reasonably required by the Consultant until the Termination Date, to provide the Services, the Consultant’s use of University intellectual property whether Foreground or Background IP require the University’s express written permission. The University may withdraw this permission if the Consultant does anything which in the University’s reasonable opinion adversely impacts on the University. No licence to use University intellectual property rights is otherwise to be implied and no warranties are given in relation to any intellectual property by the University to the Consultant. This clause headed “Intellectual Property” will survive termination of this Agreement by expiry or otherwise. If the Consultant is engaged to undertake teaching and/or workshop sessions to the University’s students, including but not limited to lectures, tutorials, seminars and presentations and any other form of delivery/work undertaken by the Consultant, the Consultant acknowledges that such teaching and/or workshops will be recorded using the University’s lecture capture system and the recording will be uploaded to the University’s internal VLE for educational purposes. By providing the Services agreed and set out in this Agreement, the Consultant hereby agrees to being recorded and for the recording to be used in this way. The University retains copyright in the recordings it makes of any type of work/delivery carried out in the undertaking of the activities/tasks contained within this Agreement. The University may allow a copy of the recorded session on an exceptional basis, if requested, however the recordings must only be used for the Consultant’s personal use. They cannot be distributed in any way (Prevention of Fraud and ▇▇▇▇▇▇▇) OR HAS REASON TO BELIEVE THAT IT HAS OR ANY OF THE PERSONNEL HAVE: BEEN SUBJECT TO AN INVESTIGATION OR PROSECUTION WHICH RELATES TO AN ALLEGED PROHIBITED ACT; BEEN LISTED BY ANY GOVERNMENT DEPARTMENT OR AGENCY AS BEING DEBARRED, SUSPENDED, PROPOSED FOR SUSPENSION OR DEBARMENT, OR OTHERWISE INELIGIBLE FOR PARTICIPATION IN GOVERNMENT PROCUREMENT PROGRAMMES OR CONTRACTS ON THE GROUNDS OF A PROHIBITED ACT; AND/OR RECEIVED A REQUEST OR DEMAND FOR ANY UNDUE FINANCIAL OR OTHER ADVANTAGE OF ANY KIND IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR OTHERWISE SUSPECTS THAT ANY PERSON DIRECTLY OR INDIRECTLY CONNECTED WITH THE PERFORMANCE OF SERVICES HAS COMMITTED OR ATTEMPTED TO COMMIT A PROHIBITED ACT. THE CONTRACTOR SHALL RESPOND PROMPTLY TO DFE’S ENQUIRIES, CO-OPERATE WITH ANY INVESTIGATION, AND ALLOW DFE TO AUDIT ANY BOOKS, RECORDS AND/OR ANY OTHER RELEVANT DOCUMENTATION IN CONNECTION WITH ANY BREACH, OR SUSPECTED BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇). IF THE CONTRACTOR IS IN DEFAULT UNDER CLAUSE 11.1, DFE MAY BY NOTICE: REQUIRE THE CONTRACTOR TO REMOVE FROM PERFORMANCE OF SERVICES ANY PERSONNEL WHOSE ACTS OR OMISSIONS HAVE CAUSED THE DEFAULT; OR IMMEDIATELY TERMINATE THIS Framework Agreement and/or including but not limited to uploading it to any Call-Off Contract. ANY NOTICE SERVED BY DFE UNDER CLAUSE 11.5 SHALL SPECIFY THE NATURE OF THE PROHIBITED ACT, THE IDENTITY OF THE PARTY WHO DFE BELIEVES HAS COMMITTED THE PROHIBITED ACT AND THE ACTION THAT DFE HAS TAKEN (INCLUDING, WHERE RELEVANT, THE DATE ON WHICH THE FRAMEWORK AGREEMENT AND/OR ANY CALL-OFF CONTRACT SHALL TERMINATEsocial media or video streaming provider). Any termination under this clause 11 (Prevention part of Fraud and Bribery) the recording which includes contributions from or references to students or staff such that they can be recognised or identified will be without prejudice edited out before the download can be made available, to any right or remedy which has already accrued or subsequently accrues to DfE.ensure the University complies with Data Protection Legislation.

REPORTING AND MEETINGS. The Contractor (i) INTERNEURON shall provide all equipmentURIACH with a written report on a semi-annual basis summarizing the status of INTERNEURON's clinical development and regulatory activities with respect to Compound and Product, consumableswith the delivery to URIACH of the summary of the annual report to an IND submitted by INTERNEURON to the FDA in connection with a clinical trial of Product to be in satisfaction of the foregoing requirement for one of such reports each year. URIACH shall designate an appropriate representative of URIACH to receive such clinical development and regulatory communications and to coordinate further correspondence between the Parties, plant, materials which representative shall have the right to attend meetings between INTERNEURON and the FDA or other such items and resources necessary agencies responsible for the supply grant of any Regulatory Approval relating to development of Product. URIACH's initial designee shall be notified to INTERNEURON in writing. (ii) In addition, prior to receiving the first Regulatory Approval, the URIACH representative shall have the right to attend an annual Development Program meeting at INTERNEURON, at which time the Parties shall discuss the progress and results of the ServicesDevelopment Program and URIACH may provide input to INTERNEURON on the Development Program. However, unless otherwise agreed by DfE under subject to the Callterms and conditions of this Agreement, INTERNEURON shall retain full control and ultimately shall have the right to make all decisions related to the Development Program. Such meetings may not necessarily be face-Off Contract. The Contractor shall: obtain to-face meetings, but upon the agreement of both parties, can be via other methods of communication, such as teleconferences and/or videoconferences. (iii) Any disclosures of such progress and maintain all consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable the provision of results in any of the Services; provide DfE with such assistance as DfE may reasonably require during the Framework Term in connection with the management and administration foregoing reports or meetings shall be deemed Proprietary Information of this Framework Agreement; INTERNEURON. (iv) INTERNEURON shall promptly notify DfE in URIACH upon the event that it undergoes a Change receipt of Control; Regulatory Approvals and at all times act in an appropriate manner in accordance with of the ethical guidelines date of any applicable Regulatory Bodies. Where this Framework Agreement places an obligation on the Contractor to do, or refrain from doing, any act or thing, this will also mean that the Contractor shall procure that all Sub-Contractors and Personnel also do, or refrain from doing, such act or thing. The Parties shall in performing its obligations under the Framework Agreement comply with applicable law, any applicable codes of practice or governmental regulation, and monitor compliance with relevant legislation. The Contractor shall provide such quality assurance activities as are required by the Framework Specification. PREVENTION OF FRAUD AND ▇▇▇▇▇▇▇ THE CONTRACTOR SHALL NOT: COMMIT A PROHIBITED ACT; AND/OR DO OR SUFFER ANYTHING TO BE DONE WHICH WOULD CAUSE DFE OR ANY OF ITS RESPECTIVE EMPLOYEES, CONSULTANTS, CONTRACTORS, SUB-CONTRACTORS OR AGENTS TO CONTRAVENE ANY OF THE RELEVANT REQUIREMENTS OR OTHERWISE INCUR ANY LIABILITY IN RELATION TO THE RELEVANT REQUIREMENTS. THE CONTRACTOR SHALL, DURING THE Framework Term (or if longer the term of any Call-Off Contract): ESTABLISH, MAINTAIN AND ENFORCE, AND REQUIRE THAT ITS SUB-CONTRACTORS ESTABLISH, MAINTAIN AND ENFORCE, POLICIES AND PROCEDURES WHICH ARE ADEQUATE TO ENSURE COMPLIANCE WITH THE RELEVANT REQUIREMENTS AND PREVENT THE OCCURRENCE OF A PROHIBITED ACT; AND KEEP APPROPRIATE RECORDS OF ITS COMPLIANCE WITH ITS OBLIGATIONS UNDER CLAUSE 11.1.1 AND MAKE SUCH RECORDS AVAILABLE TO DFE ON REQUEST. THE CONTRACTOR SHALL IMMEDIATELY NOTIFY DFE IN WRITING IF IT BECOMES AWARE OF A BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇) OR HAS REASON TO BELIEVE THAT IT HAS OR ANY OF THE PERSONNEL HAVE: BEEN SUBJECT TO AN INVESTIGATION OR PROSECUTION WHICH RELATES TO AN ALLEGED PROHIBITED ACT; BEEN LISTED BY ANY GOVERNMENT DEPARTMENT OR AGENCY AS BEING DEBARRED, SUSPENDED, PROPOSED FOR SUSPENSION OR DEBARMENT, OR OTHERWISE INELIGIBLE FOR PARTICIPATION IN GOVERNMENT PROCUREMENT PROGRAMMES OR CONTRACTS ON THE GROUNDS OF A PROHIBITED ACT; AND/OR RECEIVED A REQUEST OR DEMAND FOR ANY UNDUE FINANCIAL OR OTHER ADVANTAGE OF ANY KIND IN CONNECTION WITH THE PERFORMANCE OF SERVICES OR OTHERWISE SUSPECTS THAT ANY PERSON DIRECTLY OR INDIRECTLY CONNECTED WITH THE PERFORMANCE OF SERVICES HAS COMMITTED OR ATTEMPTED TO COMMIT A PROHIBITED ACT. THE CONTRACTOR SHALL RESPOND PROMPTLY TO DFE’S ENQUIRIES, CO-OPERATE WITH ANY INVESTIGATION, AND ALLOW DFE TO AUDIT ANY BOOKS, RECORDS AND/OR ANY OTHER RELEVANT DOCUMENTATION IN CONNECTION WITH ANY BREACH, OR SUSPECTED BREACH OF THIS CLAUSE 11 (Prevention of Fraud and ▇▇▇▇▇▇▇). IF THE CONTRACTOR IS IN DEFAULT UNDER CLAUSE 11.1, DFE MAY BY NOTICE: REQUIRE THE CONTRACTOR TO REMOVE FROM PERFORMANCE OF SERVICES ANY PERSONNEL WHOSE ACTS OR OMISSIONS HAVE CAUSED THE DEFAULT; OR IMMEDIATELY TERMINATE THIS Framework Agreement and/or any Call-Off Contract. ANY NOTICE SERVED BY DFE UNDER CLAUSE 11.5 SHALL SPECIFY THE NATURE OF THE PROHIBITED ACT, THE IDENTITY OF THE PARTY WHO DFE BELIEVES HAS COMMITTED THE PROHIBITED ACT AND THE ACTION THAT DFE HAS TAKEN (INCLUDING, WHERE RELEVANT, THE DATE ON WHICH THE FRAMEWORK AGREEMENT AND/OR ANY CALL-OFF CONTRACT SHALL TERMINATE). Any termination under this clause 11 (Prevention of Fraud and Bribery) will be without prejudice to any right or remedy which has already accrued or subsequently accrues to DfE.First Commercial Sale.