3.1 The Authorities intend this Agreement to be legally binding and mutual commitments between them created by the Agreement shall be construed accordingly.
3.2 The Authorities agree to work together to carry out the Procurement Milestones in accordance with the terms of this Agreement.
3.3 The Authorities acknowledge and agree that the Heads of Terms are not intended to be exhaustive but to contain the major principles which the Authorities have identified as being pertinent to the Second Inter Authority Agreement and which will be expanded and incorporated in the Second Inter Authority Agreement once the terms of the Project Agreement have been agreed.
3.4 Each of the Authorities hereby represents to the others that it has obtained all necessary consents sufficient to ensure the delegation of functions provided for by this Agreement for the Project.
3.5 The Authorities shall use all reasonable endeavours to procure that their respective members and officers who are involved in the Project shall at all times act in the best interests of the Project. The Authorities expressly acknowledge that their members and officers involved in carrying out activities under this Agreement or otherwise in connection with the Project may be required to act in conflict with their duty to their own Authority, and the Authorities hereby authorise them to act in such a manner.
3.6 The Authorities commit to share data and knowledge relevant to the Project where appropriate and in accordance with their duties under the Data Protection Act 1998.
3.7 In working together, the Authorities agree that they will conduct the relationship between them in accordance with the following principles:
(a) The Authorities undertake to act in accordance with a duty of good faith to each other, be open and trusting in their dealings with each other, make information, data, knowledge and analysis available to each other, use such information to support the Project, discuss and develop ideas openly and contribute fully to all aspects of the successful achievement of the Project.
(b) While respecting the mutual need for commercial confidentiality, the Authorities undertake to be transparent in their dealings with each other and, without prejudice to the foregoing, the Authorities undertake to respect matters of commercial confidentiality and potential sensitivity.
The Authorities undertake to be committed fully to the Project, will seek to motivate their respective employees, officers and members involved in or attached to the Project and undertake to address the challenges of the Project with drive, enthusiasm and a determination to succeed.
The Authorities acknowledge and agree that:
(a) each brings complementary skills and knowledge which they will apply creatively to achieving their respective objectives, resolution of difficulties and the development of the Project and the personnel working within it; and
(b) to achieve their respective objectives, will involve the appreciation and adoption of common values by each of them.
The Authorities undertake to develop and maintain clear roles and responsibilities for each of them and to develop relationships at the appropriate levels within each organisation providing direct and easy access for the others' representatives.
The Authorities acknowledge and agree that they are engaged in a long term relationship for their mutual benefit through the achievement of the Project which relationship needs to develop and adapt and each will use reasonable endeavours to develop and maintain an effective joint process to ensure that the Project develops appropriately and in line with the principles set out in this Agreement.
The Authorities agree that, in relation to this Agreement and the Project generally, they shall pay the utmost regard to the standing and reputation of one another and shall not do (by act or omission) anything which may bring the standing or reputation of any of the other Authorities into disrepute or attract adverse publicity to any of the other Authorities.
The Authorities agree as between each other that all decisions made in relation to this Agreement and the Project generally shall be made by them acting reasonably.