by 7. General responsibilities
7.1 Your general responsibilities
In addition to your other obligations, you will:
(a) respond promptly, accurately and adequately to reasonable requests for information made by MSD in relation to the Services;
(b) comply with MSD policies notified to you in writing that have a bearing on provision of the Services, to the extent those policies are capable of applying to you, provided that if:
(i) you are notified of a policy after entering into a SOW; and
(ii) compliance materially increases your costs or obligations under the SOW; and
(iii) you inform us of this within 3 Business Days of receiving the policy,
compliance is subject to agreement between the parties;
(c) inform MSD promptly in writing if you become aware of a breach of any such policy by you or your Personnel;
(d) comply with all applicable law relevant to provision of the Services (including the Privacy Act 2020 when applicable);
(e) not do anything that would cause us to breach the Privacy Act;
(f) use your best endeavours to avoid damaging or adversely affecting MSD’s reputation, systems or infrastructure;
(g) not, except where you have our written agreement (in a SOW or otherwise), purchase or license any Software, Equipment or other items from a third party in our name without first providing all applicable agreement or licensing terms to us and obtaining our consent; and
(h) not engage in any activity that would give rise to a Conflict of Interest and notify MSD promptly in writing if you become aware of any Conflict of Interest.
7.2 Our general responsibilities
We will:
(a) provide to you, in a timely manner, all information, resources, approvals and authorisations, as you may reasonably request, to enable you to provide the Services;
(b) give you reasonable access to:
(i) MSD’s Personnel, to liaise with your Personnel in relation to MSD’s ongoing technical and operational requirements in relation to the Services; and
(ii) MSD’s premises and systems, to the extent reasonably necessary to enable you to provide the Services, subject to any applicable MSD policies and security requirements;
(c) co-operate with you in relation to your performance of the Services; and
(d) use the Services for lawful purposes only.