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Kamuzu University of Health Sciences Private bag 360, Blantyre www.kuhes.ac.mw +2651 871 911/+2651 872 291 Formerly College of Medicine and Kamuzu College of Nursing Kamuzu University of Health Sciences Research Ethics Committee (KUREC) Data Transfer agreement (DTA) template Version 1 dated 06 May 2026
DATA TRANSFER AGREEMENT concluded between: [insert full legal name of institution] (‘the Provider’) and [insert full legal name of institution] (‘the Recipient’)
1. Introduction 1.1 The Provider intends to transfer the project data to the Recipient on the transfer date on the terms and conditions set out in this agreement. 1.2 The purpose of this agreement is to facilitate the lawful transfer of project data between the parties, and to comply with applicable legistration by regulating the processing of data. 2. Parties 2.1 The parties to this agreement are: 2.1.1 [Insert the full legal name, registered address, and name of the natural person who is duly authorized to represent the party and sign this agreement.] 2.1.2 [Insert the full legal name, registered address, and name of natural person who is duly authorized to represent the party and sign this agreement.] 3. Definitions and interpretation 3.1 In this agreement, underlined words or phrases have the following meanings: 3.1.1 “agreement” means this data transfer agreement; 3.1.2 “applicable legislation” means any legislation applicable to the processing of data, including, but not limited to the Data Protection Act No 3 of 2024, Malawi Public Health Act , Science Technology and Innovation Act, No 16 of 2003. Pharmacy and Medicines regulatory act no 9 of 2019, Electronic transactions and cyber security Act No 33 of 2016, National Statistics Act, 2013. 3.1.3 “appropriate safeguards” means the technical and organisational measures that a reasonable person would use to safeguard the project data – as more fully set out in Annexure C; 3.1.4 “confidential information” means information relating to a party’s business and, without detracting from the generality thereof, includes information with regard to: 3.1.4.1. the project’s results, and/or intellectual and/or other proprietary interests; 3.1.4.2. a party’s trade secrets, including but not limited to its business and strategic plans, financial affairs, licensing agreements, contractual relations, business methods and know-how, technology, computer systems and other technical matters; 3.1.4.3. a party’s trade connections, including but not limited to the identity of, and its relations with, its customers or clients, business affiliates, financiers, suppliers and providers of services; 3.1.4.4. a party’s know-how relating to the manufacture, development, use or sale of any of its products, including its know-how with regard to its manufacturing techniques, prices, designs, specifications, formulae, systems, processes, materials and marketing; irrespective of the manner in which the information is disclosed, whether orally, visually or in computer language or by inspection or documentation or other objects; or the time when the information is or has been disclosed, whether before or after the effective date; 3.1.5 “consent” means specific, informed and unambiguous agreement or approval by a natural person, given freely, in writing, orally or by any affirmative action to a data controller or data processor to process personal data relating to that person or to another natural person on whose behalf the person has authority to provide the consent
3.1.6 “data” means any information, electronic or otherwise, including personal information; 3.1.7 “data breach” means a situation where there are reasonable grounds to believe that the project data has been accessed or acquired by any unauthorised person; 3.1.8 “Authority” means the Malawi Communications Regulatory Authority established under section 4 of the Communications Act 3.1.9 “data controller” means a natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purpose and means of processing of personal data; 3.1.9 “data processor” means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the data controller; 3.1.10 “Data Protection Act” means the Data Protection Act of 2024; 3.1.11 “data subject” means an individual from whom or in respect of whom personal information has been requested, collected, collated, processed or stored; 3.1.12 “effective date” [insert]; 3.1.13 “expiry date” [insert]; 3.1.13 “health research” means any research which contributes to knowledge of: (a) the biological, clinical, psychological or social processes in human beings; (b) improved methods for the provision of health services; (c) human pathology; (d) the causes of disease; (e) the effects of the environment on the human body; (f) the development or new application of pharmaceuticals, medicines and related substances; and/or (g) the development of new applications of health technology; 3.1.14 “inferential data” means data that arises not merely from the processing, cleaning, ordering, or reformatting of the project data, but from analysis that generates new knowledge or hypotheses that were not explicitly contained in the project data. 3.1.13 “intellectual property” means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design marks, design rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case: whether registered or not; including any applications to protect or register such rights; including all renewals and extensions of such rights or applications; whether vested, contingent or future; and wherever existing; 3.1.14 “parties” means the parties to the agreement; 3.1.15 “party” means any one of the parties;
3.1.16 “personal data” means any information relating to an identified or identifiable natural person; 3.1.17 “processing” means any operation or sets of operations which is performed on personal data or on sets of personal data whether or not by automated means, such as— (a) collection, recording, organisation, structuring; (b) storage, adaptation or alteration; (c) retrieval, consultation or use; (d) disclosure by transmission, dissemination, or otherwise making available; or (e) alignment or combination, restriction, erasure, or destruction. 3.1.18 “processing purpose” means the purpose for which the Recipient will process the project data in terms of this agreement, as set out in Annexure B; 3.1.19 “project” means the project the parties are involved in as set out in Annexure B; 3.1.20 “project data” means the data transferred from the Provider to the Recipient as set out in Annexure A, as well as any data actually transferred from the Provider to the Recipient as part of the project; 3.1.21 “secure data transfer” means the transfer of project data using agreeable industry standard secure norms [or, parties to include detail regarding how the project data will be transferred]; 3.1.22 “sensitive personal data” means data revealing the natural person’s race, health status, ethnic social origin, conscience, belief, genetic data, biometric data, property details, political opinion or affiliation, marital status, family details including names of the person’s children, parents, spouse, sex or the sexual orientation of the data subject; 3.1.23 “signature date” means the date of signing of this agreement by the party last signing in time; 3.1.24 “term” means the period of this agreement in clause 5; 3.1.25 “transfer date” means the date the project data is transferred from the Provider to the Recipient [or include a specific date]; 3.2 Headings are for convenience and are not intended to be used to interpret the agreement. 3.3 This agreement must always be interpreted in a manner that is consistent with the Data Protection Act, 2024 so that it fulfills the parties’ obligations to comply with applicable legislation. 3.4 The rule of construction that this agreement will be interpreted against the party responsible for its drafting or preparation will not apply.
3.5 The words “include”, “includes”, “including”, “in particular” are used to set out examples and not to set out a finite list. 3.6 If the due date for performance of any obligation in terms of this agreement is a day which is a non- business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the business day immediately following. 3.7 Any reference in this agreement to: 3.7.1 A “clause” or “annexure” is a reference to a clause of or schedule to this agreement unless expressly stated otherwise; 3.7.2 “Day” shall be construed as calendar days unless qualified by the word ‘business’, in which case it shall exclude any Saturday, Sunday or Public Holiday; and 3.7.3 “Person” means any natural or juristic person. 4 Scope and Purpose 4.1 This agreement regulates the project data in relation to the project. 4.2 The Provider hereby undertakes to transfer the project data to the Recipient on the transfer date for the processing purpose via a secure data transfer. 4.3 The project data may only be processed by the Recipient in terms of this agreement, and on condition that the Recipient complies fully with the Data Protection Act, 2024 and where the Data Protection Act, 2024 is applicable. 4.4 The primary purpose of this agreement is to ensure that the parties comply with the Data Protection Act, 2024 and applicable legislation where appropriate, and to ensure that appropriate safeguards are taken in relation to the project data. 4.5 Nothing in this agreement limits or excludes either party’s liability to data subjects or to the Data Protection Authority under this agreement or the Data Protection Act, 2024. 5.Term and Termination 5.1 Notwithstanding the signature date of this agreement, it shall come into full force and effect on the effective date and shall continue until [the expiry date] or [the date upon which the project data is no longer necessary for the processing purpose], whichever is sooner, and subject to clause 5.2 below. 5.2 At any time during the subsistence of this agreement, either party may terminate this agreement for any reason whatsoever, by issuing a sixty (60) business days’ written notice to the other party. 6. Survival of provisions and consequences of termination
6.1 Clauses 3, 6, 7, 8, 11, 12, 13, 14, 17, 18, 19 and 23 will survive the termination or expiry of this agreement. 6.2 On termination or expiry of this agreement, the Recipient agrees to return and/or delete all project data in its possession. 6.3 The parties shall sign an acknowledgement to confirm that the project data has been returned and/or deleted by the Recipient. 7. Compliance with Health Research conducted in Malawi 7.1 If the project data contains data that the Provider collected from human participants as part of health research, or that the Provider generated from bio-specimens collected from human participants as part of health research, irrespective of whether such data falls within the ambit of the Data Protection Act, 2024, the Provider warrants that it complied with all the requirements of the Public Health Act, cap 34:01, 2014, Science, Technology and Innovation Act, 2008 and the regulations made in terms thereof, in particular that: 7.1.1 It obtained approval for such health research from a registered health research ethics committee; and 7.1.2 It consulted with community representatives, where deemed appropriate by such health research ethics committee. 8. Data Privacy Obligations on the Provider and Recipient 8.1 If the project data contains personal data, each party warrants that: 8.1.1 The conditions set out in the Data Protection Act, 2024 and all the measures that give effect to such conditions, will be fully complied with. 8.1.2 The processing of the project data will always be conducted lawfully, in accordance with applicable legislation, and in a reasonable manner that does not infringe the privacy of the data subject. 8.1.3 If it is a data controller or data processor, it will register its data protection officer with the Authority if required to do so by the regulations, guidelines or directives issued by the Data Protection Authority. 8.1.4 The project data will only be processed where, taking into account the purpose for which it is processed the processing is adequate, relevant and not excessive.
8.1.5 The project data will only be processed where a ground of justification exists as set out in section 8 of the Data Protection Act, 2024. 8.1.6 A data protection impact assessment, as required by section 30 of the Data Protection Act, 2024, has been completed prior to the transfer of any project data. 8.2 If the project data contains sensitive personal data, or children’s personal data, the parties warrant that, to the extent applicable, they will both comply with Part III, relating to the grounds for processing of sensitive personal data contained in the Data Protection Act, 2024 (section 16) or Section 17q, relating to the processing of children’s personal data, contained in the Data Protection Act, 2024. For purposes of this agreement the term ‘child’ shall bear the meaning assigned to it in Data Protection Act, 2024 (Person below 18 years). 8.3 If the project data contains personal data, the Provider warrants that: 8.3.1 All project data has been collected directly from a data subject, and: 8.3.1.1 with consent to process the project data from the data subject or from a competent person if the data subject is a child; or 8.3.1.2 that a lawful ground of justification exists in terms of the Data Protection Act, 2024. 8.3.2 Where, in terms of Data Protection Act, 2024, a lawful justification for collection other than consent was relied upon for the original collection, the Provider shall record this in Annexure A as part of the project data. 8.3.3 The project data: 8.3.3.1 was collected for a specific, explicitly defined purpose (section 32 (b) of the Data Protection Act, 2024); 8.3.3.2 will only be retained for as long as is necessary (section 12 (d) of the Data Protection Act, 2024) . The information should be deleted or anonymized when it is no longer necessary. 8.3.3.3 will only be processed in a manner that is compatible with the purpose for which it was collected; and 8.3.3.4 will be transferred, stored, and disposed of in compliance with applicable legislation. 8.3.4 Having regard to the purpose for which the project data was collected, reasonable steps will be taken to ensure that the project data is complete, accurate, not misleading, and up-to-date. 8.3.5 Documentation of all processing operations will be retained, and it will retain written records of its compliance with this agreement.
8.3.6 All reasonably foreseeable risks to project data will be identified and documented, and appropriate safeguards will be established, maintained, and regularly audited and will form part of the mandatory discussions between the parties’ data protection officers in the regular meetings referred to in clause 20 below. 8.3.7 All reasonable requests made by the Data Protection Authority in relation to the project data will be complied with. 8.3.8 It has carried out reasonable checks on the recipient’s ability to comply with this agreement, and that it will take steps to terminate this agreement in the event that the Recipient is no longer able to comply with the appropriate safeguards and/or any part of the Data Protection Act, 2024. 8.3.9 It will cooperate with and notify the recipient about requests and/or notices received from data subjects. 8.4 If the project data contains personal data, the Recipient warrants that: 8.4.1 It will only process the project data for the processing purpose and only further process the project data in accordance with what has been expressly agreed to by the parties and in compliance with the consent of the data subject. 8.4.2 It will not transfer project data to any other person, save where required by law, or where in compliance with the Data Protection Act, 2024 or where agreed by the Parties and in compliance with the consent of the data subject and the Data Protection Act, 2024. 8.4.3 In the event that project data is transferred to a jurisdiction where the Data Protection Act, 2024 does not apply, the Recipient warrants that it will only transfer project data to a jurisdiction with adequate protection as set out in the Data Protection Act, 2024. 8.4.4 It will retain a written record of its compliance with this agreement, including its processing of the project data, and provide such written record if asked to do so by the provider. Where in terms of clause 8.4.1 the Recipient relies on sections 8(2)(b) or 16(1)(b)-(i) of the Data Protection Act, 2024 to process data, without consent it must record the basis and justification for such processing in its written record. 8.4.5 It will allow the provider, on reasonable notice, to audit its compliance with this agreement and the Data Protection Act, 2024. 8.4.6 It will ensure that appropriate technical and organizational measures are taken, and that appropriate safeguards will be taken in relation to the project data as set out in Annexure C. 9. Data Breaches 9.1 Where there is a data breach, the parties will, within 72 hours of discovery of the data breach:
9.1.1 take reasonable steps to fix the data breach; 9.1.2 take action to prevent a data breach from happening again; and 9.1.3 notify the other party in writing about the data breach and steps taken in relation thereto. 9.2 If the data breach relates to personal data, the party which suffers the data breach will within 72hours of the discovery of the data breach: 9.2.1 notify the Authority without delay; 9.2.2 comply fully with the Data Protection Act, 2024; and 9.2.3 within 24 hours, convene a meeting of senior party representatives to determine the reasonable steps to be taken, and to document compliance with this agreement, the Data Protection Act, 2024 and other applicable legislation. 10. Data Subject Rights 10.1 Where the project data contains personal data, the parties agree that they will facilitate data subject access rights, as provided for in the Data Protection Act, 2024. 10.2 Where the project data contains personal data, the Recipient confirms that should a data subject: 10.2.1 communicate their objection to the Recipient processing their personal data; or 10.2.2 request the Recipient to confirm whether it holds their personal data about them, the purpose of processing such information, a record or description of the personal data held, or which third parties have or have had access to it; or 10.2.3 request the Recipient to rectify, correct or delete their personal data, or cease processing their personal information; or 10.2.4 seek to exercise any other rights the data subject may have, the Recipient shall immediately and without undue delay forward such communication to the Provider and, collectively, the parties shall within 5 (five) business days determine the appropriate steps to be taken. 11. Obligations of the Provider and the Recipient
11.1 Except to the extent set out in this agreement, the Provider gives no warranty that the project data: 11.1.1 has any particular characteristics or qualities; or 11.1.2 is fit for the purpose for which it is being transferred. 11.2 Both parties agree that appropriate safeguards will be taken to protect the project data, and to ensure that the project data is not lost, damaged, or unlawfully accessed. 11.3 While both parties undertake to do everything possible to ensure a positive outcome in relation to the project generally, they cannot guarantee any specific result, and both parties agree to participate in the transfer of the project data at their own risk. 11.4 In the event that either party is no longer authorized to retain the project data or parts thereof, such party will return or delete all instances of the project data under its control and notify the other party. 12. Licence to use Data 12.1 The Provider hereby grants to the Recipient a non-exclusive, non-transferable licence to use the project data for the processing purpose, for the duration of this agreement, and the Recipient hereby accepts the grant of the licence on the terms and conditions contained in this agreement. 12.2 The Recipient undertakes to ensure that only staff members, contractors, agents and/or relevant persons who are required as part of their function to access the project data will have access thereto, and that those employees will be fully conversant with the terms of this agreement and the requirements of the Data Protection Act, 2024 and applicable law. 12.3 In the event that an unauthorized person(s) comes into possession of a copy of or gains access to the project data from the Recipient, the Recipient undertakes to comply with the steps listed in clause 9 above, and: 12.3.1 As soon as possible, and within 72 hours, will take reasonable steps to retrieve the project data and all copies that the unauthorized person(s) might have made, and to take all further reasonable steps to prevent further unlawful distribution of the project data; and 12.3.2 Advise the Provider in writing within 48 hours of the steps taken to resolve the issue. 13. Data Ownership
13.1 The Provider retains ownership of all original project data files and any copies thereof made by the Recipient. 13.2 The Provider will own all new files generated by the Recipient that contain the project data in whole or in part , whether in its original, processed, cleaned, re-ordered , or reformatted form, and all copies made thereof by the Recipient. For clarity, this does not include inferential data. 13.3 The Recipient may only make copies of the project data if required for purposes of the project and, if the project data contains personal data, subject to clause 8.4 above. 13.4 The project data files are transferred on a non-exclusive basis. 13.5 Ownership of inferential data files generated by a single party shall reside solely with that party. 13.6 Should inferential data files be produced through the combined skill and effort of both parties, such files shall be co-owned by both parties and shared equally. Further, both parties commit to engaging in good faith negotiations to outline the terms governing the use, licensing, and potential commercialization of such files, aiming to secure fair advantages and recognition for both parties. 13.7 If the project data, or the inferential data or metadata contemplated in this clause are Personal Information, ownership in such data is limited by the rights of data subjects in terms of the Data Protection Act, 2024. 14. Intellectual Property 14.1 Each party retains sole ownership and all rights, title, and interest, worldwide, in its intellectual property that existed prior to the effective date of this agreement, unless expressly agreed otherwise within this agreement. 14.2 The Provider retains all rights, title, and interest, worldwide, in the intellectual property pertaining to the project data in any form, including but not limited to its original, processed, cleaned, reordered, or reformatted versions. For clarity, this does not include inferential data, which is provided for under clauses 14.3 and 14.4. 14.3 Any party that independently generates inferential data, as defined herein, shall exclusively own the intellectual property rights to such inferential data. This includes the right to use, licence, or otherwise exploit the inferential data, subject to any obligations or limitations set forth in this agreement.
14.4 Should inferential data be generated from the combined skill and effort of both parties, the intellectual property rights associated with such inferential data will be jointly owned. Both parties shall have equal rights, title, and interest in the intellectual property stemming from the jointly generated inferential data. Further, both parties commit to engaging in good faith negotiations to outline the terms governing the use, licensing, and potential commercialization of this intellectual property, aiming to secure fair advantages and recognition for both parties. 14.5 Regardless of a party’s location, to the extent applicable, both parties warrant that they will comply with: Malawi Data Protection Act, 2024 15. Publication and Publicity 15.1 All communication between the parties regarding the project and/or project data will be regarded as confidential information. 15.2 A party will refrain from making public any results of the project: 15.2.1 unless that party obtains the written consent of the other party, or unless Malawian legislation provides otherwise; and 15.2.2 subject to compliance with the Intellectual Property rights. 16. Benefit Sharing 16.1 The benefits that the Provider will receive from the Recipient in exchange for transferring the project data to the Recipient are described in Annexure. 16.2 Apart from the benefits listed in Annexure: 16.2.1 in the event that the Recipient generates inferential data, the Recipient grants the Provider a non- exclusive, royalty-free licence to use such inferential data. 16.2.2 all academic publications and press releases that report on the project must acknowledge that the project data was provided by the Provider. 16.3 If the project data are personal data, all academic publications and press releases that report on the project must:
16.3.1 ensure that no data subject is identified or identifiable from the publication unless the data subject’s express consent has been obtained for such publication; 16.3.2 take action to prevent discrimination, stigma or harm to any community identified in the publication; and 16.3.3 acknowledge the data subjects (anonymously) and where relevant the data subjects’ community. 16.4 If the project data were generated from bio-specimens, either directly or indirectly, or are associated with bio-specimens, each party warrants that it did not, and will not provide any reward in money or in kind to the data subjects, whether directly or indirectly, excluding health research ethics committee approved compensation for: 16.4.1 expenses incurred; and 16.4.2 the time, inconvenience, and risk. 17. Indemnity and Limitation of Liability 17.1 Each party indemnifies and holds harmless the other party from all liability, losses, claims and expenses, including legal costs, arising from or connected with any unlawful conduct it is responsible for. 17.2 The entire liability of either party to the other party for any claim, loss or cause of action arising out of this agreement will be limited to MK2,000,000 [This amount can be amended as required by the parties and is purely illustrative]. 17.3 In no event will either party be liable to the other for loss of profits, or for direct, indirect, incidental, special or consequential damages arising out of this agreement. 18. Confidentiality 18.1 Each party will keep confidential and will not, without the prior written consent of the other parties, disclose to any person any confidential information of the other party, including: 18.1.1 the details of this agreement, the data that will be processed, and the details of the negotiations leading to this agreement; and 18.1.2 all information relating to the business and/or operations and affairs of the parties which are not in the public domain.
18.2 The provisions of this clause shall not preclude any party from making any disclosure: 18.2.1 to its professional advisors, provided that it will procure that such advisors comply with the provisions outlined in 18.1; and/or 18.2.2 which it is required to make by law. 19. Dispute Resolution 19.1 If any dispute, disagreement or claim of any nature arises between the parties (“the Dispute”) concerning the project data, the inferential data, the interpretation, execution, or implementation of the agreement, or otherwise, the parties will attempt to resolve the Dispute by negotiation between representatives of each party. 19.2 The negotiation will entail that the party claiming the Dispute must invite the other party in writing to meet, either in person or via video conferencing (such as Zoom or Microsoft Teams or similar), and to attempt to resolve the Dispute within 10 (ten) business days from date of the written invitation. 19.3 If the Dispute has not been resolved by such negotiation within 10 (ten) days of the commencement thereof by agreement between the parties, then the party claiming the Dispute may: 19.3.1 submit the Dispute to mediation to be administered by a mutually agreed competent institution or individual, subject to 19.7 below; 19.3.2 failing agreement as aforesaid within 10 (ten) business days of the Dispute being submitted to mediation, the parties shall refer the Dispute for final resolution to arbitration in line with the laws of Malawi as provided for herein. 19.4 The arbitrator shall be legal practitioner of Malawi, with at least 10 (ten) years’ post-admission experience in legal practice. 19.5 The arbitrator will be agreed upon between the parties to the Dispute in writing. If the parties are not able to agree upon the arbitrator within 10 (ten) business days of the Dispute being submitted to arbitration, the arbitrator will be appointed by the National Commission for Science and Technology (NCST) in Malawi. 19.6 The NCST regulations in Malawi will be used. 19.7 Any mediation or arbitration will be held via video conferencing, unless the parties agree otherwise.
19.8 The decision of the arbitrator will be final and binding on the parties and may be made an order of court at the instance of any of the parties to the Dispute. 19.9 Notwithstanding anything to the contrary in this agreement, any party will be entitled to apply for, and if successful, be granted, an interdict or other interim and/or urgent relief from the court. 19.10 For the provisions of clause 19.9 above, the parties agree to the exclusive jurisdiction of the division of the High Court of Malawi in whose area the Provider has its main place of business. 20. Relationship management 20.1 Both parties will appoint a data protection officer for the purposes of ensuring compliance with this agreement, and the Data Protection Act, 2024 where applicable, and to generally manage the relationship between the parties and the processing of data. 20.2 The data protection officers and any persons who the data protection officers may deem necessary will meet as often as may be necessary but no less than once every 3 (three) months, to consider the processing of data and general compliance with the Data Protection Act, 2024 where appropriate, and to audit the appropriate safeguards to ensure that they are maintained. 20.3 The data protection officers will be: 20.3.1 For the Provider: [insert name] and [insert contact details] 20.3.2 For the Recipient: [insert name] and [insert contact details] 21. Force Majeure 21.1 No party shall be liable for any failure to fulfil its obligations under this agreement if and to the extent such failure is caused by any circumstances beyond its reasonable control by a force majeure event, including: a pandemic, flood, fire, earthquake, war, hurricane, industrial action, or government restrictions, provided that any party affected by such circumstances shall notify the other party thereof as soon as is reasonably possible in the circumstances. 21.2 Should either party be unable to fulfil a material part of its obligations under this agreement for a period in excess of 30 (thirty) days due to circumstances beyond its control, as contemplated in this clause, the other party may, in its sole discretion, cancel this agreement forthwith by written notice.
22. Notices 22.1 Any notice or other document to be served under this agreement to a party may be served at its address set out below: 22.1.1 Provider’s notices: email: [insert email address] physical address: [insert physical address] 22.1.2 Recipient’s notices: e-mail: [insert email address] physical address: [insert physical address] 22.2 All notices given in terms of this agreement shall be in writing and any notice given by one party to the other which is sent by e-mail to the addressee’s e-mail address shall be deemed to have been received by the addressee on the 1st (first) business day after the date of transmission thereof. 22.3 Notwithstanding anything to the contrary contained or implied in this agreement, a written notice or communication actually received by one of the parties from the other including by way of e-mail shall be adequate written notice or communication to such party. 23. General 23.1 This agreement will in all respects be governed by and construed under the laws of the Republic of Malawi. 23.2 This agreement does not establish any principal-agent or similar relationship between the parties, and nothing in this agreement shall be interpreted as allowing either party to represent or act in the name or for the account of the other party. The parties shall in all respects act as independent contractors. 23.3 This document constitutes the sole record of the agreement between the parties with regard to the subject matter hereof. 23.4 No addition to, variation or consensual cancellation of this agreement will be of any force or effect unless in writing and signed by or on behalf of all parties to this agreement. 23.5 No party will be entitled to cede, assign or otherwise transfer all or any of its rights, interest or obligations under and in terms of this agreement except with the prior written consent of the other parties.ere 23.6 This agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same agreement.
23.7 The parties agree to act with the utmost good faith towards each other. SIGNED at ______________________ on this the ______ day of ________________ 202__ AS WITNESSES: 1. ____________________ 2. ____________________ ____________________ PROVIDER who warrants that he/she is duly authorised hereto SIGNED at ______________________ on this the ______ day of ________________ 202__ AS WITNESSES: 1. ____________________ 2. ____________________ ____________________ RECIPIENT who warrants that he/she is duly authorized hereto
Annexure A Project data to be transferred [insert]
Annexure B Project and processing purpose [insert]
Annexure C Appropriate safeguards [insert]
Annexure D Benefits that the Provider is to receive from the Recipient [insert]
