Schedule 2 - Standard Terms and Conditions Index
Article 1 - Interpretation 1.01 Defined Terms Article 2 - General Provisions 2.01 No Indemnities from PRRD 2.02 Entire Contract 2.03 Severability 2.04 Failure to Enforce Not a Waiver 2.05 Changes by Written Amendment Only 2.06 Force Majeure 2.07 Notices by Prescribed Means 2.08 Governing Law Article 3 – Nature of Relationship Between PRRD and Supplier 3.01 Supplier’s Power to Contract 3.02 Representatives May Bind Parties 3.03 Supplier Not a Partner, Agent or Employee 3.04 Non-Exclusive Contract, Work Volumes 3.05 Responsibility of Supplier 3.06 No Subcontracting or Assignment 3.07 Duty to Disclose Change of Control 3.08 Conflict of Interest 3.09 Contract Binding Article 4 – Performance by Supplier 4.01 Commencement of Performance 4.02 Deliverables Warranty 4.03 Health and Safety 4.04 Shipment of Goods 4.05 Use and Access Restrictions 4.06 Notification by Supplier of Discrepancies 4.07 Change Requests 4.08 Performance by Specified Individuals Only 4.09 Time 4.10 Rights & Remedies Not Limited to Contract Article 5 – Acceptance Testing 5.01 Delivery and Acceptance Procedures 5.02 Deficiency Notification Correction Process 5.03 Acceptance Criteria and Acceptance Date 5.04 Document Deliverable Approval Process
Article 6 - Payment for Performance and Audit 6.01 Payment According to Contract Rates 6.02 Hold Back or Set Off 6.03 No Expenses or Additional Charges 6.04 Payment of Taxes and Duties 6.05 Withholding Tax 6.06 Interest on Late Payment 6.07 Document Retention and Audit Article 7 – Confidentiality 7.01 Confidentiality and Promotion Restrictions 7.02 PRRD Confidential Information 7.03 Restrictions on Copying 7.04 Notice of Breach 7.05 Injunctive and Other Relief 7.06 Notice and Protective Order 7.07 Records and Legislative Compliance 7.08 Survival Article 8 - Intellectual Property 8.01 PRRD Intellectual Property 8.02 No Use of PRRD Insignia 8.03 Ownership of Intellectual Property 8.04 Supplier’s Grant of Licence 8.05 No Restrictive Material in Deliverables 8.06 Third-Party Intellectual Property 8.07 Survival Article 9 - Indemnity and Insurance 9.01 Supplier Indemnity 9.02 Insurance 9.03 Proof of Insurance 9.04 Workplace Safety and Insurance Article 10- Termination, Expiry and Extension 10.01 Immediate Termination of Contract 10.02 Dispute Resolution 10.03 Termination on Notice 10.04 Supplier’s Obligations on Termination 10.05 Supplier’s Payment Upon Termination 10.06 Termination in Addition to other Rights 10.07 Expiry and Extension of Contract 10.08 Evaluation of Performance
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