Cooperation Agreement Xxxxxx and Meggitt have entered into a cooperation agreement dated 2 August 2021, (the Cooperation Agreement) pursuant to which, among other things: • Xxxxxx has agreed to take or cause to be taken all necessary steps in order to secure the regulatory clearances and authorisations necessary to satisfy Conditions 3 to 20 (inclusive) of Part A of Appendix 1 to this announcement, in sufficient time to enable the Effective Date to occur prior to the Long-Stop Date; and • Xxxxxx and Meggitt have each agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory clearances and authorisations. Under the terms of the Cooperation Agreement, Xxxxxx has agreed with Meggitt that it will offer a number of legally binding commitments to HM Government, as further described at paragraph 9 above. The Cooperation Agreement records the parties’ intentions to implement the Acquisition by way of Scheme, subject to the ability of Xxxxxx to implement the Acquisition by way of a Takeover Offer in certain circumstances set out in the Cooperation Agreement and with the consent of the Panel. The Cooperation Agreement will be capable of termination by either party in certain circumstances, including if the Scheme does not become Effective by the Long-Stop Date, a competing transaction completes, becomes effective or is declared or becomes unconditional in all respects, any Condition has been invoked by Xxxxxx (in circumstances where invocation of the relevant Condition is permitted by the Panel) prior to the Long-Stop Date or if the Acquisition is withdrawn or lapses in accordance with its terms prior to the Long-Stop Date. In addition, Xxxxxx may terminate the Cooperation Agreement on written notice to Meggitt where the Meggitt directors have publicly withdrawn, adversely qualified, adversely modified or failed to reaffirm or re-issue (when reasonably requested by Xxxxxx to do so) their unanimous and unconditional recommendation that Meggitt Shareholders vote in favour of the Scheme or a competing transaction is either recommended by the directors of Meggitt or completes, becomes effective or is declared or becomes unconditional in all respects. Pursuant to the terms of the Cooperation Agreement, Xxxxxx has undertaken that it will deliver a notice in writing to Meggitt on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of all conditions (other than Condition 2); or (ii) if permitted by the Panel, that it intends to invoke one or more Conditions. The Cooperation Agreement also contains provisions that will apply in respect of the Meggitt Share Schemes and certain other employee incentive arrangements. Clean Team Agreement Xxxxxx and Meggitt have entered into a due diligence clean team agreement dated 7 July 2021 (the Clean Team Agreement), which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared for the purposes of due diligence, synergies evaluation, integration planning and regulatory clearance. Such commercially sensitive information must only be made available to the party receiving information through designated persons removed from day-to-day commercial or strategic operations and decisions and external professional advisers. The findings of such designated persons and external advisers may only be relayed to other employees, officers and directors of the receiving party in specified circumstances and subject to certain restrictions.
INDIVIDUAL SERVICES AGREEMENT (“ISA”) This Agreement shall include an ISA developed for each student to whom CONTRACTOR is to provide special education and/or related services. An ISA shall only be issued for students enrolled with the approval of the LEA pursuant to Education Code section 56366 (a)(2)(A). An ISA may be effective for more than one contract year provided that there is a concurrent Master Contract in effect. In the event that this Master Contract expires or terminates, CONTRACTOR, shall continue to be bound to all of the terms and conditions of the most recent executed ISAs between CONTRACTOR and LEA for so long as CONTRACTOR is servicing authorized students. Any and all changes to a student’s educational placement/program provided under this Master Contract and/or an ISA shall be made solely on the basis of a revision to the student’s IEP or by written agreement between the parent and LEA. At any time during the term of this Master Contract, a student’s parent, CONTRACTOR, or XXX may request a review of a student’s IEP subject to all procedural safeguards required by law. Unless otherwise provided in this Master Contract, the CONTRACTOR shall provide all services specified in the IEP unless the CONTRACTOR and the LEA agree otherwise in the ISA. (California Education Code sections 56366(a) (5) and 3062(e)). In the event the CONTRACTOR is unable to provide a specific service at any time during the life of the ISA, the CONTRACTOR shall notify the LEA in writing within five (5) business days of the last date a service was provided. CONTRACTOR shall provide any and all subsequent compensatory service hours awarded to student as a result of lack of provision of services while student was served by the NPS/A. If a parent or LEA contests the termination of an ISA by initiating a due process proceeding with the OAH, CONTRACTOR shall abide by the “stay-put” requirement of state and federal law unless the parent agrees otherwise or an Interim Alternative Educational Setting is deemed lawful and appropriate by XXX or OAH consistent with Section 1415 (k)(1)(7) of Title 20 of the United States Code. CONTRACTOR shall adhere to all LEA requirements concerning changes in placement. Disagreements between XXX and CONTRACTOR concerning the formulation of an ISA or the Master Contract may be appealed to the County Superintendent of Schools of the County where the LEA is located, or the State Superintendent of Public Instruction pursuant to the provisions of California Education Code section 56366(c) (2).
Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.
AGREEMENT SIGNATURES By signing below, both parties agree to the terms and conditions of this Agreement. Please acknowledge acceptance of this document and terms by returning a signed copy within seven (7) days of issuing. If a signed copy is not returned within seven (7) days and you are attending service, Fighting Chance will deem this to be acceptance of the document. If signєd by Xxx XxxXxxxxxxX: Signature of Participant: Date: If signєd by ™єprєsєnĒaĒivє: I confirm that this Agreement has been explained to the individual receiving the services and that they agree to the terms. I further confirm that I have authority to sign on their behalf. Signature of Representative: Date: SignaĒurє on bєhalf of FighĒing Chancє: Signature of Representative: Date: Name: Appendix 1 NDIS Claiming Preferences Fighting Chance supports NDIS participants who are NDIA-Managed, Self-Managed or Plan Managed. To invoice and bill you correctly, it is important you keep us updated with your plan management preferences, and let us know ongoing if your status changes. Please note, funding for Positive Behavior Support is billed from the Capacity Building Relationships category, which is often NDIA Managed. Please advise if your CB relationship funding is managed di erently. For the purposes of services delivered by Fighting Chance, your NDIS plan is: (please tick) ☐ NDIA-MANAGED You understand that Fighting Chance will claim directly through the NDIA portal if your funding for Fighting Chance is NDIA-managed, so you will not receive any direct request for payment from us. To ensure that you do not get a text from the NDIA to approve each claim weekly, endorse Fighting Chance as a ‘My Provider’ for automatic payment processing. Instructions can be found at xxxxxxxxxxxxx.xxx.xx/xxxx/ or you can contact the Fighting Chance My Provider Endorsement Helpdesk on (00) 0000 0000 or xxxxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx.xx A statement of account is available on request directly from your clinician. ☐ SELF-MANAGED ☐ I am self-managed and would like to be invoiced for services to the email below. Please email invoices to: Please see Appendix 3 for Self-Management Payment Options. ☐ PLAN-MANAGED Please send invoices to my plan manager: Plan management organisation Contact Name Email Address Phone number ☐ OTHER FUNDING (eg. self-funded) Please email invoices to: Appendix 2 Self-Managed Payment Options Participants who are self-managed have a number of payment options with Fighting Chance: ☐ DIRECT DEPOSIT (preferred option) Payment of Fighting Chance invoices can be made by Electronic Funds Transfer (EFT) through your bank. Fighting Chance’s bank account details are as follows: Bank: Commonwealth Bank of Australia Account Name: Fighting Chance Australia Ltd BSB: 062-438 Account Number: 00000000 To ensure all payments are correctly allocated to your account, please include the full invoice number in the reference field. ☐ CREDIT CARD Payments can be made by credit card by clicking the ‘pay by credit card’ link included on the invoice. Please note that a service fee for this option will be imposed. ☐ PAYPAL Payment of your invoices can also be made via our PayPal account. To make payment via PayPal, please access the following link: xxxxx://xxxxxx.xx/FightingChanceAus?locale.x=en_AU
Vendor Agreement Signature Form (Part 1)
Indemnification Agreement Contractor hereby agrees to indemnify and hold harmless the Owner, the State of Georgia and its departments, agencies and instrumentalities and all of their respective officers, members, employees and directors (hereinafter collectively referred to as the "Indemnitees") from and against any and all claims, demands, liabilities, losses, costs or expenses, including attorneys' fees, due to liability to a third party or parties, for any loss due to bodily injury (including death), personal injury, and property damage arising out of or resulting from the performance of this Contract or any act or omission on the part of the Contractor, its agents, employees or others working at the direction of Contractor or on its behalf., or due to any breach of this Contract by the Contractor, or due to the application or violation of any pertinent Federal, State or local law, rule or regulation. This indemnification extends to the successors and assigns of the Contractor. This indemnification obligation survives the termination of the Contract and the dissolution or, to the extent allowed by law, the bankruptcy of the Contractor. If and to the extent such damage or loss (including costs and expenses) as covered by this indemnification is paid by the State Tort Claims Trust Fund, the State Authority Liability Trust Fund, the State Employee Broad Form Liability Fund, the State Insurance and Hazard Reserve Fund, and other self-insured funds (all such funds hereinafter collectively referred to as the "Funds") established and maintained by the State of Georgia Department of Administrative Services Risk Management Division (hereinafter "DOAS") the Contractor agrees to reimburse the Funds for such monies paid out by the Funds.
ARBITRATION AGREEMENT (OPTIONAL) - Every dispute between Customer and DWR arising out of or relating to the making or performance of this Agreement or any transaction pursuant to this Agreement, shall be settled by arbitration in accordance with the rules, then in effect, of the National Futures Association, the contract market upon which the transaction giving rise to the claim was executed, or the National Association of Securities Dealers as Customer may elect. If Customer does not make such election by registered mail addressed to DWR at 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000; Attention: Deputy General Counsel, within 45 days after demand by DWR that the Customer make such election, then DWR may make such election. DWR agrees to pay any incremental fees which may be assessed by a qualified forum for making available a "mixed panel" of arbitrators, unless the arbitrators determine that Customer has acted in bad faith in initiating or conducting the proceedings. Judgment upon any award rendered by the arbitrators may be entered in any court having jurisdiction thereof. IN ADDITION TO FOREIGN FORUMS, THREE FORUMS EXIST FOR THE RESOLUTION OF COMMODITY DISPUTES: CIVIL COURT LITIGATION, REPARATIONS AT THE COMMODITY FUTURES TRADING COMMISSION ("CFTC") AND ARBITRATION CONDUCTED BY A SELF-REGULATORY OR OTHER PRIVATE ORGANIZATION. THE CFTC RECOGNIZES THAT THE OPPORTUNITY TO SETTLE DISPUTES BY ARBITRATION MAY IN SOME CASES PROVIDE MANY BENEFITS TO CUSTOMERS, INCLUDING THE ABILITY TO OBTAIN AN EXPEDITIOUS AND FINAL RESOLUTION OF DISPUTES WITHOUT INCURRING SUBSTANTIAL COSTS. THE CFTC REQUIRES, HOWEVER, THAT EACH CUSTOMER INDIVIDUALLY EXAMINE THE RELATIVE MERITS OF ARBITRATION AND THAT YOUR CONSENT TO THIS ARBITRATION AGREEMENT BE VOLUNTARY. BY SIGNING THIS AGREEMENT, YOU (1) MAY BE WAIVING YOUR RIGHT TO XXX IN A COURT OF LAW AND (2) ARE AGREEING TO BE BOUND BY ARBITRATION OF ANY CLAIMS OR COUNTERCLAIMS WHICH YOU OR DWR MAY SUBMIT TO ARBITRATION UNDER THIS AGREEMENT. YOU ARE NOT, HOWEVER, WAIVING YOUR RIGHT TO ELECT INSTEAD TO PETITION THE CFTC TO INSTITUTE REPARATIONS PROCEEDINGS UNDER SECTION 14 OF THE COMMODITY EXCHANGE ACT WITH RESPECT TO ANY DISPUTE WHICH MAY BE ARBITRATED PURSUANT TO THIS AGREEMENT. IN THE EVENT A DISPUTE ARISES, YOU WILL BE NOTIFIED IF DWR INTENDS TO SUBMIT THE DISPUTE TO ARBITRATION. IF YOU BELIEVE A VIOLATION OF THE COMMODITY EXCHANGE ACT IS INVOLVED AND IF YOU PREFER TO REQUEST A SECTION 14 "REPARATIONS" PROCEEDINGS BEFORE THE CFTC, YOU WILL HAVE 45 DAYS FROM THE DATE OF SUCH NOTICE IN WHICH TO MAKE THAT ELECTION.
Volunteer Agreement I understand that my services are donated to Mayo Clinic Health System without promise, expectation, or receipt of compensation or future employment. I also understand that volunteering should not be viewed as a means of obtaining permanent employment at Mayo Clinic Health System. I agree to comply with all policies and guidelines of Mayo Clinic Health System and its volunteer program. I attest that I have reviewed, understand, and have been provided the opportunity to ask questions about the material in this document.
