Provision Language
9. MANUFACTURE AND SUPPLY
[…]
9.3 Partner represents that it has known sources of supply and sufficient production capacities to ensure a continuity of supply of the Product(s) to the Territory in reasonable quantities as may be requested under normal conditions.
21. REPRESENTATIONS AND WARRANTIES
21.1 DNDi represents and warrants the following:
a) it is duly authorized to enter into this Agreement and perform its obligations hereunder;
b) to its knowledge as of the Effective Date:
i. it is either the owner or licensee of all rights to the DNDi Background Technology;
ii. it has the full right, power and authority to grant all of the rights granted to Partner hereunder and the use of the DNDi Background Technology as contemplated under this Agreement does not infringe any Technology of any Third Party;
iii. it has not granted and will not grant to any Third Party any of its rights relating to DNDi Background Technology or DNDi Collaboration Technology that would conflict with, limit or adversely affect the rights granted to Partner hereunder; and
iv. it has not received any claim and/or been party to any proceeding of any nature by any Third Party claiming the existence of any such infringement. During the Term, DNDi shall notify Partner in writing promptly upon learning of any such actual or threatened claim or proceeding.
21.2 Partner represents and warrants the following:
a) it is duly authorized to enter into this Agreement and perform its obligations hereunder;
b) to its knowledge as of the Effective Date:
i. it is the sole and exclusive owner or licensee of all rights to the Partner Background Technology;
ii. it has the full right, power and authority to grant all of the rights granted to DNDi hereunder and the use of the Partner Background Technology as contemplated under this Agreement does not infringe any Technology of any Third Party;
iii. has not granted and will not grant to any Third Party any of its rights relating to Partner Background Technology or Partner Collaboration Technology that would conflict with, limit or adversely affect the rights granted to DNDi hereunder; and
iv. it has not received any claim and/or been party to any proceeding of any nature by any Third Party claiming the existence of any such infringement. During the Term, Partner shall notify DNDi in writing promptly upon learning of any such actual or threatened claim or proceeding.
21.3 Each Party represents and commits that:
a) the negotiation and the performance of this Agreement did not and shall not give rise to any act of corruption or fraud;
b) it has anti–fraud and anti–corruption mechanisms in place which are effectively implemented throughout the term of this Agreement;
c) it has complied, and will continue to comply, with all applicable local, national and international laws and regulations prohibiting the provision of resources and support to individuals and organisations associated with terrorist or anti–social groups including, without limitation, applicable economic sanctions or trade embargoes;
d) it does not itself appear on any listed sanctions; and
e) in the case of the Partner, it will promptly notify DNDi on its integrity line (https://dndi.integrityline.org/) or by email at ethics@dndi.org of:
i. any serious suspicion or proven case of fraud or corruption impacting directly or indirectly DNDi; or
ii. any breach or suspected breach of this Section 21.3.
21.4 A breach of Section 21.3 shall be considered as a fundamental breach of this Agreement in which event the non.breaching Party shall be entitled to terminate this Agreement immediately on provision of notice.
21.5 Each Party acknowledges that it has a duty of care to ensure honest and ethical behaviour. Each Party agrees to abide by the high standards of behaviour described in Annex 9, or represents and warrants that it has its own policies which are substantially equivalent and that such policies are currently applied.