Client Ownership. The Company undertakes not to contact the Insured other than via the Intermediary except in the following circumstances:-
a) Where specifically requested by the Intermediary.
b) Due to non-payment of the premium in circumstances where cancellation cannot be communicated to the Insured via the Intermediary.
c) Where this agreement has been terminated for any reason detailed in Clause 16.2 and Clause 16.3 below and/or the premium or policy documentation remains outstanding.
Client Ownership. Client retains all rights, title and interest in and to the Client Content, and all related Intellectual Property. Client hereby grants to Xxxxxx Solutions and Xxxxxx Solutions hereby accepts a non‐exclusive, non‐transferable, worldwide, fully‐paid license to use, copy, and modify the Client Content solely to the extent necessary and for the sole purposes of providing access to the Software, Documentation, Website, and Services or otherwise complying with its obligations under this Agreement.
Client Ownership. 13.1 Save as indicated below all insureds for whom insurances are accepted under this Agreement shall remain the clients of the Agent and not the Cover Holder and the Cover Holder shall not contact the insureds for any purpose save with the permission and participation of the Agent. Should such contact result in the binding of further insurances then the Cover Holder shall pay to the Agent all due commissions.
13.2 Should the Cover Holder introduce to the Agent for the purpose of binding insurances insureds not at that time the clients of the Agent then the insureds shall be and remain the clients of the Cover Holder. The Cover Holder shall pay to the Agent all due commissions relating to insurances bound under this Agreement and the Agent agrees that the Cover Holder may contact such insureds at any time and dispose of further business resulting in any manner the Cover Holder sees fit.
Client Ownership. 8.1 All Clients introduced by You remain Yours for the duration of this Agreement, and You are solely responsible for:
(i) Identifying Your Clients’ demands and needs, and checking the content of the demands and needs statement produced by the Broker; advising Us of any alterations or errors.
(ii) Providing any professional insurance or risk management advice.
(iii) Checking all of the documentation to ensure it is correct and in line with the Client’s requirements.
8.2 We will not contact Clients directly for any purpose without Your prior permission.
Client Ownership. The Company undertakes not to solicit any Client of The Intermediary, or contact them other than in the following circumstances:
1. Where specifically requested by The Intermediary.
2. Due to non-payment of the premium or non-receipt of documents requested and still outstanding.
3. Where this agreement has been terminated for any reason detailed in Clause 15 below other than termination arising from a change in control. The Company undertakes not to solicit any Client of The Intermediary, or contact them for a period of 1 (one) year from the date of termination of this agreement except for the reasons 1 – 3 above or where necessary to fulfil any regulatory requirement
Client Ownership. 3.1 All Clients introduced by You remain Yours and not Ours for the duration of this Agreement.
3.2 We shall not contact Clients directly for any purpose without Your prior permission, except as provided for elsewhere in this Agreement.
Client Ownership. Client owns (a) any data Client inputs into the Platform that identifies Client or its students, staff or parents (including Authorized Users) and any Survey responses provided by Client, its students, staff or parents (including Authorized Users) (“Data”), and (b) any other data and content provided by Client or Authorized Users to Panorama or input into the Platform, such as Survey questions (“Other Data”, and, together with the Data, “Client Data”). Client hereby grants to Panorama a non-exclusive, worldwide, royalty-free, fully paid up, sublicenseable (through multiple tiers) (i) right and license during the Term to copy, distribute, display and create derivative works of and use the Client Data to perform Panorama’s obligations under this Agreement; (ii) perpetual, irrevocable right and license to copy, modify and use Client Data to create aggregated, non-personally identifiable data or information (“Blind Data”) and copy, distribute, display, create derivative works of and use the Blind Data for benchmarking, research or development purposes, including published research, and (iii) perpetual, irrevocable right and license to copy, distribute, display and create derivative works of and use Other Data for any and all purposes, in any form, media or manner. Client reserves any and all right, title and interest in and to the Client Data other than the licenses therein expressly granted to Panorama under this Agreement.
Client Ownership. 12.1 In the absence of the Representative’s material contravention of this Agreement or the Applicable Laws, the Licensee acknowledges that all lists of clients or prospective clients (“client portfolio”) that are brought to its knowledge or come into its possession as a consequence of this Agreement are the confidential information of the Representative and remain the property of the Representative.
12.2 Provided that all business and/or commercial debts owing by the Representative to the Licensee have been discharged then, on termination of the Authorisation, the Licensee will facilitate the sale, transfer or assignment of all or part of the Representative's business. The Licensee will not unreasonably withhold its consent provided that:
(a) the Licensee does not object to the proposed purchaser, transferee or assignee (“the Purchaser”).
(b) the sale, transfer or assignment is documented by a contract which provides the Purchaser with the protection of an appropriate restrictive covenant;
(c) the Purchaser is responsible and solvent;
(d) the Purchaser has the necessary qualifications and authorities required by the Applicable Laws to act as a Representative;
(e) the Representative is not in default under any provision of this Agreement and there are no moneys owed by the Representative to the Licensee under this Agreement;
(f) where applicable, the New Licensee has entered into an Agreement with the Licensee, provided by the Licensee;
(g) Fourteen (14) days have elapsed since the date of the letter issued pursuant to clause 12.5;
(h) any other reasonable requirements of the Licensee are satisfied; and
(i) the Representative:
(i) has not contravened a material term of this Agreement;
(ii) remains authorised by the Licensee and has not had their Authorisation suspended pending investigation of a material contravention;
(iii) is not subject to action by a regulatory authority;
(iv) has resolved all current, anticipated and outstanding claims to the satisfaction of the Licensee; and
(v) does not hold or has not obtained an Authorisation from another AFS Licensee other than as allowed under this Agreement.
12.3 The Representative must conclude a sale to a Purchaser within a maximum period of three (3) months from the date of termination (or such other extended period as approved in writing by the Licensee). Notwithstanding clause 12.2(e), if a sale is effected within the given period, the Licensee agrees to credit to the Representative, being the seller, any ...
Client Ownership. All Clients introduced by You remain Yours for the duration of this Agreement, and You are solely responsible for:
i. Identifying Your Client’s demands and needs, and checking the content of the demands and needs statement produced by Aston Lark Limited; advising Us of any alterations or errors.
ii. Providing any professional insurance or risk management advice.
iii. Checking all of the documentation to ensure it is correct and in line with the Client’s requirements.
iv. We will not contact Clients directly for any purpose without Your prior permission, unless absolutely necessary for the purpose of the administration of the General Insurance.
Client Ownership. Client shall retain title to and all ownership rights (a) in any Work Product; (b) in any Project Software; and (c) in Content, but grants USi a perpetual, royalty-free license to use the Work Product and Project Software pursuant to Section 10.3(d).
