Operating Framework Sample Clauses

Operating Framework. Section 11.01 Without limiting the forgoing and with respect to the principles of the Agreement as outlined in Section 2.02, the Parties agree to provide up to two (2) Representatives to sit on and attend to the conduct meetings and business of a Governance Committee relevant to this Agreement. Section 11.02 The Governance Committee shall be responsible for such duties and responsibilities as the Parties may assign or otherwise include within terms of reference for the committee, including by not limited to establishing ad hoc sub-committees as required to address operational issues necessary to fulfill the obligations of this Agreement. Section 11.03 Without in any way altering or adding to the Parties’ agreements set forth above, the Governance Committee shall (subject always to appropriate authorities provided by the Parties, and as such as and when called upon by the Parties) have the following functions and responsibilities: (a) Provide clarity and interpretation of the provisions of this Agreement; (b) Implementation of this Agreement in situations where the dedicated Representatives of each Party require group consensus; (c) Ensure all meeting records, minutes, discussion and outcomes are collected and reviewed during each session of formation and operation; (d) Recommendations, proposals and implementation of amendments to the Agreement as required; and (e) Evaluating the outcomes and effectiveness of the Agreement. Section 11.04 Unless otherwise agreed to by the Parties or the Representatives of the Governance Committee, and subject always to the practical issue of availability, the Governance Committee shall meet for the initial review meeting of this Agreement on or before the 2-year anniversary of the Effective Date. Any subsequent review meetings will occur every 5 years, on the anniversary of the Effective Date. Section 11.05 The parties agree and acknowledge that: (a) All actions, approvals and decisions required to be taken, given or made by the Parties in respect of the Agreement shall be made by the Governance Committee; (b) All actions, approvals and decisions concerning this Agreement and approved by the Governance Committee shall be final and binding on the Parties, with respect to the particular matter put forth before the Governance Committee; (c) Each Representative of the Parties who sit on the Governance Committee shall have the full authority to act on the behalf of the Party that appointed he/she, and that decisions made by each...