Provision Language
7. Compliance
(a) Theraclone agrees to comply with all laws, statutes, rules, regulations, and guidelines promulgated by any governmental agency, instrumentality, authority, or regulatory body having jurisdiction over any matters relating to the Discovery Program, including those related to studies involving micro-organisms, animals, or human subjects.
(b) Theraclone acknowledges that it is familiar with the U.S. Executive Orders and laws that prohibit the provision of resources and support to individuals and organizations associated with terrorism and the terrorist related lists promulgated by the U.S. Government. Theraclone will use reasonable efforts to ensure that it does not support or promote violence, terrorist activity or related training, or money laundering.
9. Materials
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(b) THERACLONE AND IAVI DISCLAIM AND MAKE NO REPRESENTATIONS NOR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, PATENTABILITY OR THAT THE USE OF PROGRAM MATERIALS OR DISCOVERY PROGRAM RESULTS WILL NOT INFRINGE ANY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS OF THIRD PARTIES. Notwithstanding the foregoing, IAVI hereby represents warrants, and covenants to Theraclone that the IAVI Materials have been or will be collected under IRB-approved and appropriately consented protocols in which the subjects from which the IAVI Materials were sourced have released any and all claims to economic and intellectual property rights with respect to any potential future products derived from such materials and that such appropriately consented protocols allow for unencumbered product development related to the field of HIV.
ATTACHMENT II – Supplementary Provisions: Standard USAID Requirements
Contractor shall comply with the standard USAID requirements specified in this Appendix. The term “Contractor’ shall also mean “Recipient” or “Grantee” and the term “Agreement” shall also mean “Contract”, “Award” or “Grant” for the purposes of these requirements.
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(6) Debarment. Contractor certifies that neither it nor its principals is presently excluded or disqualified or proposed for exclusion or disqualification from participation in this Agreement by any U.S. Federal department or agency (see the U.S. Governments Excluded Parties List at http://epls.arnet.gov ). Furthermore, Contractor agrees that it will not knowingly enter into a subcontract or subaward with a disqualified or excluded party on this list. Contractor agrees to notify IAVI immediately upon learning that it or any of its principals: 1) are presently excluded or disqualified from covered transactions by any Federal department or agency; 2) have been indicted or otherwise criminally or civilly charged, convicted of or had a civil judgment rendered against them for commission of any of the acts listed in the USAID Standard Provision entitled “Debarment, Suspension, and other Responsibility Matters”; or 3) have had one or more public transactions (with local, State or the Federal governments) terminated for cause or default within the preceding three years. Contractor shall include this provision in any subcontracts or subawards under this Agreement.
(7) Probity.
(a) Contractor represents and warrants that (i) to the best of its knowledge and belief, no IAVI employee, officer, or agent, or member of his/her immediate family, his or her partner, or an organization which is about to employ any of the foregoing, has a financial interest in Contractor; and (ii) no officer, employee or agent of IAVI has solicited or accepted gratuities, favors, or anything of monetary value from Contractor.
(b) U.S. Executive Orders and U.S. law prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of Contractor to ensure compliance with these Executive Orders and laws in the conduct of its own activities. Contractor is required to obtain the updated lists at the time of procurement of goods or services. The updated lists are available at: http://treasury.gov/offices/enforcement/ofac/sanctions/terrorism.htm and http://www.un.org/Docs/sc/committees/1267. This provision must be included in all contracts, subcontracts or subawards awarded hereunder.
Amendment 2
ATTACHMENT IV – NIH Standard Provisions
Theraclone shall comply with the standard NIH requirements specified in this Attachment. Throughout these provisions, Theraclone shall be defined as Subawardee.
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28. U.S. Executive Orders. U.S. Executive Orders and U.S. law prohibit transactions with, and the provision of resources and support to, individuals and organizations associated with terrorism. It is the legal responsibility of Subawardee to ensure compliance with these Executive Orders and laws in the conduct of its own activities. Subawardee is required to obtain the updated lists at the time of procurement of goods or services. The updated lists are available at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx and http://www.un.org/Docs/sc/committees/1267. This provision must be included in all contracts, subcontracts or subawards awarded hereunder.
29. Debarment and Suspension. In accordance with 45 CFR Part 74.13 and 45 CFR Part 76, the Subawardee certifies that neither it nor its principals is presently excluded or disqualified or proposed for exclusion or disqualification from participation in this Agreement by any U.S. Federal department or agency (see the General Services Administration’s “Lists of Parties Excluded from Federal Procurement or Nonprocurement Programs” in accordance with E.O.s 12549 and 12689, “Debarment and Suspension” at www.epls.gov ). Furthermore, Subawardee agrees that it will not knowingly enter into a subcontract or subaward with a disqualified or excluded party on this list.
30. Nondelinquency on Federal Debt. The Federal Debt Collection Procedures Act of 1990 (Act), 28 U.S.C. 3201(e), provides that an organization or individual that is indebted to the United States, and has a judgment lien filed against it, is ineligible to receive a Federal grant. The Subawardee certifies that Subawardee is not delinquent in repaying any Federal debt, has not been judged to be in default on a Federal debt and Subawardee does not have a judgment lien filed against it.