Provision Language
11. WARRANTIES, INDEMNITIES, COMPLIANCE WITH LAW
11.1 Each of the Parties warrants that, to the best of its knowledge and belief:
(a) it has power to execute and deliver this Agreement and to perform its obligations under it and has taken all action necessary to authorise such execution and delivery and the performance of such obligations; and
(b) this Agreement constitutes legal, valid and binding obligations of that Party in accordance with its terms.
11.2 Except as otherwise expressly provided in this Agreement, MPP does not make any representations or warranties, express or implied with respect to the Technology or Afrigen Rights or any other matter under this Agreement, including, without limitation, any express or implied warranties of merchantability or fitness for a particular purpose with respect to the Technology or Afrigen Rights. Furthermore, nothing in this Agreement shall be construed as a warranty that Biovac’s use of the Technology or Afrigen Rights will not infringe any patent rights or other IP rights of any Third Party. MPP does not give any warranty, express or implied, with regard to the safety or efficacy of any Product(s) and it shall be the sole responsibility of Biovac to ensure such safety or efficacy.
11.3 Except as otherwise expressly provided in this Agreement, Biovac does not make any representations or warranties, express or implied with respect to the Inventions, including, without limitation, any express or implied warranties of merchantability or fitness for a particular purpose with respect to the Inventions. Furthermore, nothing in this Agreement shall be construed as a warranty that MPP, Afrigen or any other participant in the mRNA Technology Transfer Programme’s use of the Inventions or any background intellectual property of Biovac will not infringe any patent rights or other IP rights of any Third Party.
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11.5 Biovac represents and warrants that it respects the human rights of its staff and does not employ child labor, forced labor, unsafe working conditions, or cruel or abusive disciplinary practices in the workplace and that it does not discriminate against any workers on any ground (including race, religion, disability, gender, sexual orientation or gender identity) and aims to achieve greater equity along those lines in the workplace; and that it pays each employee at least the minimum wage, provides each employee with all legally mandated benefits, and complies with the laws on working hours and employment rights in the countries in which it operates.
11.6 Biovac commits to contribute to an inclusive manufacturing sector by ensuring adequate gender responsiveness and to empower women as key players, including promoting women in decisionmaking and leadership positions. Biovac will emphasize and demonstrate that manufacturing is a fulfilling career choice for women, with ample opportunities, and thereby encourage more women to participate in the sector; provide opportunities for women living in marginalized communities to participate in the manufacturing sector and compete in the marketplace, through proactively targeting those communities; and encourage involved countries to increase health and health security for women living in marginalized communities through ensuring availability of health products in populations which would otherwise not be reached.
11.7 Biovac shall be respectful of its employees’ right to freedom of association and shall encourage compliance with the standards referred to in Sections 11.5 and 11.6 by any supplier of goods or services that it uses in performing its obligations under this Agreement, subject to any legislation in a territory where it operates.
11.8 Biovac shall comply fully at all times with all applicable laws and regulations, including but not limited to any Product’s safety, pharmacovigilance, anti-corruption laws, and that it has not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly, make, promise, authorise, ratify or offer to make, or take any act in furtherance of any payment or transfer of anything of value for the purpose of influencing, inducing or rewarding any act, omission or decision to secure an improper advantage; or improperly assisting in obtaining or retaining business, or in any way with the purpose or effect of public or commercial bribery, and warrants that it has taken reasonable measures to prevent subcontractors, agents and any other Third Parties, subject to its control or determining influence, from doing so.
11.9 Biovac shall manufacture and sell any Products in accordance with all laws and regulations relevant to the manufacture and sale of the Products and in accordance with good industry practice.