Employees and Contractors The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties:
i.) To hold any third-party proprietary information received by such Employees in the strictest confidence;
ii.) Not to disclose such third-party Confidential Information to any other third party; and
iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.
Employees and Consultants Pubco does not have any employees or consultants, except as disclosed in the Pubco SEC Documents.
Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.
Subconsultants Whichever of the following is marked applies to this Approved Service Order: The Consultant can not use any subconsultants. The Consultant can use the following subconsultants to assist in providing the required services and deliverables:
2. 3.
Consultants Any and all consultant(s), sub-consultant(s), subcontractor(s), or agent(s) to the Architect.
Personnel Provide, without remuneration from or other cost to the Trust, the services of individuals competent to perform the administrative functions which are not performed by employees or other agents engaged by the Trust or by the Adviser acting in some other capacity pursuant to a separate agreement or arrangement with the Trust.
Employees (a) No later than 11:59 p.m. prevailing Eastern Time on the Agreement Date, Buyer shall provide Sellers a list of any Employees that Buyer would like to make an offer of employment (the “Offered Employees”). Between the Agreement Date and March 1, 2023, at 10:00 a.m. (prevailing Eastern Time), Buyer shall be permitted to add or remove Employees from the initial list of Offered Employees. Between March 1, 2023 and five (5) Business Days before the Closing, Buyer shall be permitted to remove Employees in an amount that deviates no more than ten (10%) percent from the initial list of Offered Employees, as may have been revised on or before March 1, 2023. Each Offered Employee who accepts such offer shall be deemed a “Transferred Employee”). At a time mutually agreed by the Parties, Sellers shall deliver a notice to each of the Offered Employees (i) informing such Offered Employees about the sale of the Acquired Assets to Buyer, and (ii) terminating their employment with Sellers. Immediately following such notification, Buyer may send a notice to each of the Offered Employees describing their offer of employment by Xxxxx.
(b) By written notice to the Sellers no later than two (2) Business Days prior to the Closing Date, the Buyer may, but shall not be required to, assume the sponsorship of such Seller Benefit Plans as selected by the Buyer (as an “Assumed Plan”). With respect to each Assumed Plan, Sellers shall take all actions necessary to effect the transfer of such sponsorship and all underlying trusts, insurance contracts and agreements of such Assumed Plan. With respect to each Assumed Plan, the Buyer shall be responsible for all liabilities accruing after the Closing (but, for the avoidance of doubt, the Sellers shall remain responsible for all liabilities accruing on or prior to the Closing).
(c) For the avoidance of doubt, Xxxxx acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Buyer of any Transferred Employee with respect to Xxxxx’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Buyer. Notwithstanding any other provision herein to the contrary, Sellers shall make available COBRA (or equivalent) benefits for each Employee that is terminated on the Closing Date and not made an offer of employment by Buyer and Buyer shall have no obligations or liability in connection therewith.
(d) Seller shall provide Buyer such information as it reasonably requests to effect the provisions of this Section 6.15.
Employees and Subcontractors It is understood that, from time to time, it may become necessary for the Contractor to replace an individual working as an employee or subcontractor of the Contractor. All such removals or replacements shall be subject to Owner’s prior approval. Owner reserves the right to approve a replacement, which approval shall not be unreasonably withheld, or terminate the Work, either partially or in its entirety without further obligation to the Contractor thereunder other than to remit payment for the Work rendered up to the termination date. Contractor agrees that Owner may, at any time, with cause, require Contractor to remove an individual from the performance of the Work. An election by Owner of any of its rights under this Section 19 shall not affect the Contractor’s responsibilities, liabilities or warranties under this Agreement.
Non-Solicitation of Employees and Consultants During the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person (i) induce or attempt to induce any employee or independent contractor of the Company or any Affiliate of the Company to leave the employ or service, as applicable, of the Company or such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or independent contractor thereof, on the other hand, or (ii) hire any person who was an employee of the Company or any Affiliate of the Company until twelve (12) months after such individual’s employment relationship with the Company or such Affiliate has been terminated.
Contractor’s Employees and Subcontractors (a) Contractor shall only disclose PII to Contractor’s employees and subcontractors who need to know the PII in order to provide the Services and the disclosure of PII shall be limited to the extent necessary to provide such Services. Contractor shall ensure that all such employees and subcontractors comply with the terms of this DPA.
(b) Contractor must ensure that each subcontractor performing functions pursuant to the Service Agreement where the subcontractor will receive or have access to PII is contractually bound by a written agreement that includes confidentiality and data security obligations equivalent to, consistent with, and no less protective than, those found in this DPA.
(c) Contractor shall examine the data security and privacy measures of its subcontractors prior to utilizing the subcontractor. If at any point a subcontractor fails to materially comply with the requirements of this DPA, Contractor shall: notify the EA and remove such subcontractor’s access to PII; and, as applicable, retrieve all PII received or stored by such subcontractor and/or ensure that PII has been securely deleted and destroyed in accordance with this DPA. In the event there is an incident in which the subcontractor compromises PII, Contractor shall follow the Data Breach reporting requirements set forth herein.
(d) Contractor shall take full responsibility for the acts and omissions of its employees and subcontractors.
(e) Contractor must not disclose PII to any other party unless such disclosure is required by statute, court order or subpoena, and the Contractor makes a reasonable effort to notify the EA of the court order or subpoena in advance of compliance but in any case, provides notice to the EA no later than the time the PII is disclosed, unless such disclosure to the EA is expressly prohibited by the statute, court order or subpoena.
