Consultant Obligations. 4.01 Consultant agrees to perform all assigned services in accordance with the terms and conditions of this Agreement including those specified in each Task Order. In performing the services required by this Agreement and any related Task Order Consultant shall comply with all local, state and federal laws, rules and regulations. Consultant shall also obtain and pay for any permits required for the services it performs under this Agreement and any related Task Order.
4.02 Except as otherwise provided for in each Task Order, Consultant will supply all personnel and equipment required to perform the assigned services.
4.03 Consultant shall be solely responsible for the health and safety of its employees, agents and subcontractors in performing the services assigned by SAWPA. Consultant hereby covenants and agrees to:
Consultant Obligations. A. Consultant represents, warrants and covenants his/her collection, access, use, storage, disposal and disclosure of any Personal Information does and will comply with all applicable privacy and data protection laws.
B. Consultant shall process Personal Information in accordance with Xxxxx’x written instructions and only as necessary to carry out its obligations pursuant to this Agreement, or as required by applicable law.
C. Consultant shall take reasonable and appropriate measures to protect Personal Information from loss, misuse and unauthorized access, disclosure, alteration and destruction.
D. In the event that Consultant discloses Personal Information to a third party, Consultant shall enter into an agreement with such third parties that includes terms consistent with the terms of this Addendum.
E. Consultant will notify Xxxxx as soon as practicable, but no later than twenty-four (24) hours after Consultant becomes aware that the security, confidentiality or integrity of Personal Information has been compromised and Consultant will fully cooperate with Xxxxx to comply with any obligations that arise from the unauthorized access of the Personal Information.
F. In the event that Consultant receives an access request, inquiry or complaint from the data subject, Consultant shall not respond without, and then only in accordance with, the prior written approval of Xxxxx, unless required by applicable law. Consultant shall promptly carry out any request from Xxxxx to amend, transfer, or delete, or to provide Xxxxx with a copy of the Personal Information, in whole or in part.
G. When Personal Information collected by Consultant under the terms of this Agreement is no longer necessary for the performance of Services under this Agreement, Consultant shall securely destroy or, at Xxxxx’x written request, return to Xxxxx or its designee, all Personal Information in Consultant’s possession, custody or control, unless prohibited by applicable law.
H. Consultant shall notify Xxxxx if it determines that it can no longer meet its obligations under this Addendum and, at Xxxxx’x direction, cease processing Personal Information.
I. Consultant shall comply with the terms of this Addendum for as long as it is in possession of Personal Information.
Consultant Obligations. Consultant will: (a) hold all Confidential Information in confidence; (b) protect all Confidential Information from disclosure; (c) use Confidential Information solely for the purpose of performing obligations under this Agreement; and (d) not use or distribute, disclose or otherwise disseminate any Confidential Information, except as expressly permitted by this Agreement. Consultant may reproduce Confidential Information solely for the purpose of performing Services. Any reproduction by Consultant of any Confidential Information shall remain the property of FivePrime, continue to be Confidential Information and subject to the terms and conditions of this Agreement and contain any and all confidential or proprietary notices or legends that appear on the original. Consultant shall not reverse engineer, chemically analyze, disassemble, modify, decompile or create derivative works based on any Confidential Information.
Consultant Obligations. 3.1 Consultant shall use SanDisk resources strictly for performing the Services. SanDisk may terminate the Agreement without advanced written notice in case of any unauthorized use of SanDisk resources and without further payment.
3.2 Consultant shall observe and comply with SanDisk’s safety and security policies.
3.3 Consultant shall not utilize third party contractors to perform the Services without SanDisk’s prior written approval.
3.4 Consultant is solely responsible for all federal, state, local, FICA and other similar withholding and payments required in connection with Consultant’s compensation hereunder. Accordingly, Consultant is not eligible for any benefits SanDisk provides to its employees, and SanDisk will not deduct from Consultant’s fees any amount for taxes, insurance, bonds or payments of any other kind.
3.5 Consultant is an independent contractor, and not an employee, agent, or servant, of SanDisk and has no authority to bind SanDisk in any manner.
3.6 Consultant shall be responsible for understanding and complying with SanDisk’s Worldwide Code of Business Conduct and Ethics Policy and SanDisk Supplier Code of Ethical Conduct available at xxxx://xxx.xxxxxxx.xxx.
Consultant Obligations. 7.1. The Consultant shall supply the Services as specified in the Proposal.
7.2. The Consultant shall perform the Services with reasonable skill and care and to a reasonable standard and in accordance with recognised codes of practice.
7.3. The Consultant shall have the authority to delegate any obligations to other employees or subcontractors but undertakes to notify the Client of any significant changes to personnel.
Consultant Obligations. In performing the Services, Consultant may be exposed to Confidential Information. Consultant agrees not to sell, license, transfer, publish, disclose, display or otherwise make available to others, or to use any Confidential Information except for the purpose of providing Services, unless Consultant first obtains the prior written consent of HealthMarkets, or, as applicable, the owner of such Confidential Information. Consultant shall not make, or permit to be made, any copies of Confidential Information, except in connection with the Services. Consultant shall not, and shall not permit, the removal of any Confidential Information (or any copy or summary thereof) from any HealthMarkets site or any other location at which the Services are performed.
Consultant Obligations. 2.1 During the Term of this Agreement:
(a) The Consultant shall provide to the Client the following financial consulting services designed to assist the Client in obtaining a public listing or fee quotation service operated by the NASD, including:
(i) preparation and filing of SB-2 registration statement required by the Securities and Exchange Commission in order to achieve the status of a fully reporting issuer; (ii) preparation and filing of all documents required by the NASD to achieve a public listing or fee quotation service for the Client or a corporation that it owns or controls; (iii) identification of a US Securities attorney if required and identification of a US Broker-Dealer to represent the Client; and
2.2 The services of the Consultant are non-exclusive and subject to paragraph 5.0 hereof, the Consultant may render services of the same or similar nature, as herein described, to an entity whose business is in competition with the Client, directly or indirectly.
Consultant Obligations. Consultant agrees that, for the Non-Competition Period, Consultant will not, except as a consultant of Independence or Allegiance, in any capacity for Consultant or others, directly or indirectly:
(a) compete or engage, anywhere in the geographic area comprised of the area that is both (1) within the Houston Metropolitan area and (2) within the fifty (50) mile radius surrounding each of the banking centers of Independence, each of the banking centers of Allegiance as of the Effective Time or Clear Lake and Pasadena where Allegiance has plans for additional branches (the “Market Area”), in a business which is a federally insured depository institution, or compete or engage in a different type of business which Independence or Allegiance has plans to engage in, or any other business which Independence or Allegiance engaged in, during the twelve (12) month period before the termination of Consultant’s engagement, if Consultant learned information regarding the proposed plans or the business in which Independence or Allegiance engaged;
(b) take any action to invest in, own, manage, operate, control, participate in, be employed or engaged by or be connected in any manner with any partnership, corporation or other business or entity engaging in a business which is a federally insured depository institution anywhere within the Market Area, except as expressly permitted by Allegiance in writing. Notwithstanding the foregoing, Consultant is permitted hereunder to acquire and own, directly or indirectly, up to one percent (1%) of the issued and outstanding securities of any publicly traded financial institution conducting business in the Market Area and may maintain any ownership interests in other businesses held as of the date of this Agreement;
(c) call on, service or solicit competing business from customers or prospective customers of Independence or Allegiance if, within the twelve (12) months before the termination of Consultant’s engagement with Independence or Allegiance, Consultant had or made contact with the customer, or had access to Confidential Information about the customer; or
(d) call on, solicit or induce any employee of Independence or Allegiance whom Consultant had contact with, knowledge of, or association with in the course of employment with Independence or consulting with Allegiance to terminate employment from Independence or Allegiance, and will not assist any other person or entity in such activities.
Consultant Obligations. The Consultant assumes all risks and hazards encountered in the performance of any services under this Agreement and the Consultant shall hold the Corporation harmless from and against all liabilities which may arise out of or which may be attributable to the performance of any services. The Consultant will be solely responsible for any and all damages or losses with respect to any and all equipment utilized by Consultant in the performance of services under this Agreement, and the Corporation will have no liability of any kind with respect thereto, regardless of cause or fault. Each party hereby indemnifies and holds the other, its directors, officers, agents and employees, harmless from and against any and all claims, actions, demands, damages, liabilities or expenses, including counsel fees against the other, its directors, officers, agents and employees, arising out of the indemnifying party’s acts or omissions or breach of this Agreement. This excludes any public statements made by the Corporation that are either inaccurate or untrue in respect of the Consultant.
Consultant Obligations. During the Term, commencing on the Start Date, Consultant agrees to provide drug development and identification services (the “Consulting Services” and, together with Advisory Board Service, the “Services”), as requested from time to time by Client, with respect to targeted drug products (the “Targeted Products”) described on Exhibit A hereto. The “Start Date” shall be the date on which both (i) Client shall have advised Consultant that Client has secured adequate financing to commence work on its Program; and (ii) Client and Consultant shall have executed Exhibit B hereto setting forth the Base Consulting Fee.
