By the Contractor. The Contractor agrees to indemnify and hold harmless the State and its officers, appointed and elected officials, board and commission members, employees, volunteers and agents (collectively the “Indemnified Parties”), from any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments (including, without limitation, the reasonable value of the time spent by the Attorney General’s Office, and the costs, expenses and attorneys’ fees of other counsel retained by the Indemnified Parties directly or indirectly related to, resulting from, or arising out of this Contract, including but not limited to any claims related to, resulting from, or arising out of:
i. Any breach of this Contract;
ii. Any negligent, intentional or wrongful act or omission of the Contractor or any agent or subcontractor utilized or employed by the Contractor;
iii. The Contractor’s performance or attempted performance of this Contract, including any agent or subcontractor utilized or employed by the Contractor;
iv. Any failure by the Contractor to make all reports, payments and withholdings required by federal and state law with respect to social security, employee income and other taxes, fees or costs required by the Contractor to conduct business in the State of Iowa;
v. Any claim of misappropriation of a trade secret or infringement or violation of any intellectual property rights, proprietary rights or personal rights of any third party, including any claim that any Deliverable or any use thereof (or the exercise of any rights with respect thereto) infringes, violates or misappropriates any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other intellectual property right or proprietary right of any third party.
By the Contractor. Contractor shall have the right to terminate this Contract in the event the County has failed, without cause, to make payment required hereunder, or the Project has been suspended for more than one hundred twenty (120) days; however, provided that such suspension is not the result of acts of force majeure or acts or omissions of the Contractor.
By the Contractor i. If the District materially breaches any obligation in the Agreement and such breach is not corrected within fifteen (15) days of receiving written notice from Contractor; or
ii. If Contractor determines to terminate the Agreement in its sole discretion, provided the District is given advance written notice of no less than thirty (30) days. Contractor shall notify District immediately if Contractor becomes unqualified to perform Services for any reason, including, but not limited to, lapse of licensure or disqualifying conviction. Upon termination or expiration of the Agreement by either Party or by mutual agreement, the District shall owe the Contractor only for Services performed.
By the Contractor. The Contractor agrees to indemnify and hold harmless the State and its officers, appointed and elected officials, board and commission members, employees, volunteers, and agents (collectively the “Indemnified Parties”), from any and all costs, expenses, losses, claims, damages, liabilities, settlements, and judgments (including, without limitation, the reasonable value of the time spent by the Attorney General’s Office,) and the costs, expenses, and attorneys’ fees of other counsel retained by the Indemnified Parties directly or indirectly related to, resulting from, or arising out of this Contract, including but not limited to any claims related to, resulting from, or arising out of:
2.7.1.1 Any breach of this Contract;
2.7.1.2 Any negligent, intentional, or wrongful act or omission of the Contractor or any agent or subcontractor utilized or employed by the Contractor;
2.7.1.3 The Contractor’s performance or attempted performance of this Contract, including any agent or subcontractor utilized or employed by the Contractor;
2.7.1.4 Any failure by the Contractor to make all reports, payments, and withholdings required by federal and state law with respect to social security, employee income and other taxes, fees, or costs required by the Contractor to conduct business in the State of Iowa;
2.7.1.5 Any claim of misappropriation of a trade secret or infringement or violation of any intellectual property rights, proprietary rights, or personal rights of any third party, including any claim that any Deliverable or any use thereof (or the exercise of any rights with respect thereto) infringes, violates, or misappropriates any patent, copyright, trade secret, trademark, trade dress, mask work, utility design, or other intellectual property right or proprietary right of any third party.
By the Contractor. The Contractor agrees to indemnify and hold harmless the State of Iowa and the Department, its officers, employees and agents appointed and elected and volunteers from any and all costs, expenses, losses, claims, damages, liabilities, settlements and judgments, including reasonable value of the time spent by the Attorney General’s Office, and the costs and expenses and reasonable attorneys’ fees of other counsel required to defend the State of Iowa or the Department, related to or arising from:
9.1.1 Any breach of this Contract;
9.1.2 Any negligent, intentional or wrongful act or omission of the Contractor or any agent or subcontractor utilized or employed by the Contractor;
9.1.3 The Contractor’s performance or attempted performance of this Contract, including any agent or subcontractor utilized or employed by the Contractor;
9.1.4 Any failure by the Contractor to comply with the compliance with the Law provision of this Contract;
9.1.5 Any failure by the Contractor to make all reports, payments and withholdings required by federal and state law with respect to social security, employee income and other taxes, fees or costs required by the Contractor to conduct business in the State of Iowa;
9.1.6 Any infringement of any copyright, trademark, patent, trade dress, or other intellectual property right; or
9.1.7 Any failure by the Contractor to adhere to the confidentiality provisions of this Contract.
By the Contractor. The Contractor may terminate this contract, by giving not less than three (3) month written notice to the EIC, in case of the occurrence of any of the events specified in paragraphs (a) (b) & (c) of this clause:
(a) If, as the result of Force Majeure, the Contractor is unable to perform a material portion of the services for a period of not less than sixty (60) days.
(c) If the Employer fails to comply with any final decision reached as a result of Arbitration proceedings. Only after successful completion of contract for a period not less than 9 months.
By the Contractor. Signed by Xxxxxx Xxxxxxxxxx October 25, 2016n 2016-10-25 14:20:28 GMT _ e-Signed by Xxxx Xxxxxxxx October 25, 2016 on 2016-10-25 13:45:05 GMT _
By the Contractor. The Contractor may terminate this Agreement by giving not less than forty-five (45) days prior written notice to the Principal.
By the Contractor. (a) If the Contractor fails to make payment of an amount included in a payment schedule within 20 Business Days of the due date for payment; or suffers an Insolvency Event, the Subcontractor may give the Contractor a written notice to show cause.
(b) The Subcontractor’s notice must state:
(i) that it is a notice under this clause; and
(ii) that payment has not been made, or that the Subcontractor has reasonable evidence that the Contractor has suffered an Insolvency Event; and
(iii) that the Contractor is required to show cause why the Subcontractor should not exercise its rights under this clause; and
(iv) the date, time (which must not be less than ten (10) Business Days after the date of the notice) and place by which the Contractor must show cause.
(c) If the Contractor does not show reasonable cause by the date, time and place required by a notice issued under this clause; the Supplier may:
(i) suspend the Subcontractor Works until the payment is made; or
(ii) (provided that the Subcontractor is not prohibited from doing so under the Ipso Facto Laws) terminate the Subcontract.
By the Contractor. (a) The Contractor may not assign or novate any of its rights or liabilities under this Agreement without the prior written consent of Aussie.
(b) Aussie will exercise the discretion to provide consent subject to the UCT Qualification.
