Master Alliance Provisions Guide (MAPGuide)

DNDi Template Research Collaboration and License Agreement

  • Liability | Representations & Warranties

<p><span style=”textdecoration: underline;”><strong>18. REPRESENTATIONS AND WARRANTIESstrong>span>p>
<p><strong>18.1strong> Each Party represents and warrants to the other Party the following:p>
<p style=”paddingleft: 40px;”>a) it is duly authorized to enter into this Agreement and perform its obligations hereunderp>
<p style=”paddingleft: 40px;”>b) it has not granted and will not grant to any Third Party any of its rights relating to its <a href=”#kt“>Background Technologya> or Collaboration Technology that would conflict with, limit or adversely affect the rights granted to the other Party hereunder; andp>
<p style=”paddingleft: 40px;”>c) to its knowledge as of the Effective Date, there is no actions, claims or proceedings relating to its Background Technology. During the Term, each Party shall notify the other Party in writing promptly upon learning of any such actual or threatened action, claim or proceeding.p>
<p><strong>18.2strong> Furthermore, each Party represents and warrants to the other Party the following:p>
<p style=”paddingleft: 40px;”>a) the negotiation and the performance of this Agreement did not and shall not give rise to any act of corruption or fraud;p>
<p style=”paddingleft: 40px;”>b) it has antifraud and anticorruption mechanisms in place which are effectively implemented throughout the term of this Agreement;p>
<p style=”paddingleft: 40px;”>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 groups including, without limitation, applicable economic sanctions or trade embargoes;p>
<p style=”paddingleft: 40px;”>d) it does not itself appear on any listed sanctions; andp>
<p style=”paddingleft: 40px;”>e) in the case of the Partner, it will promptly notify DNDi on its integrity line ( or by email at of:p>
<p style=”paddingleft: 80px;”>i. any serious suspicion or proven case of fraud or corruption impacting directly or indirectly DNDi; orp>
<p style=”paddingleft: 80px;”>ii. any breach or suspected breach of this Section 18.2.p>
<p><strong>18.3strong> A breach of Section 18.2 shall be considered as a fundamental breach of this Agreement in which event the nonbreaching Party shall be entitled to terminate this Agreement immediately on provision of notice.p>
<p><strong>18.4strong> 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 4, or represents and warrants that it has its own policies which are substantially equivalent and that such policies are currently applied.p>