Consultant will. Such services will be referred to as the “Services.” No other services will be performed unless this Agreement is amended as provided in section 17.
Consultant will. Act for City in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with standards of competent consultants using the standards in the industry:
Consultant will. FULLY INDEMNIFY and HOLD HARMLESS CITY and its officials, officers, agents, employees, volunteers, directors and representatives (hereafter referred to as “indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, made upon indemnitee CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY CONSULTANT OR ITS AGENT, CONSULTANT UNDER CONTRACT OR ANOTHER ENTITY OVER WHICH CONSULTANT EXERCISES CONTROL WHILE IN THE EXERCISE OF RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT. This INDEMNIFICATION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM INDEMNITEE’S NEGLIGENCE OR WILLFUL MISCONDUCT in instances where THE NEGLIGENCE OR WILLFUL MISCONDUCT CAUSES personal injury, bodily injury, death, or property damage. IF A COURT OF COMPETENT JURISDICTION FINDS CONSULTANT AND CITY JOINTLY LIABLE, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.
Consultant will. (i) hold the Confidential Information and any information derived therefrom in strictest confidence and protect such Confidential Information (including, without limitation, taking at least that level of care Consultant employs with respect to his or her most sensitive confidential materials, but in any event a reasonable level of care);
(ii) maintain all Confidential Information and any information derived therefrom wholly separate from information provided to Consultant by or belonging to any third party;
(iii) not take any Confidential Information or any information derived therefrom into the facilities of any third party;
(iv) not, directly or indirectly, disclose, transfer or otherwise make available any Confidential Information or any information derived therefrom to any third person; and
(v) not copy or reverse engineer any Confidential Information.
Consultant will. (i) hold the Confidential Information in strictest confidence and not disclose it to any third party; (ii) use the Confidential Information for the sole purpose of performing the Services; (iii) not remove any proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information; and (iv) promptly notify the Company in writing of any unauthorized use or disclosure of the Confidential Information, including a reasonably detailed description of the circumstances of the disclosure and the parties involved. Consultant will not make any copies of any of the Confidential Information except as required to perform the Services, and upon the Company’s request or termination of this Agreement Consultant will return (or destroy, in those cases where it is not technically feasible to return such information) all Confidential Information in Consultant’s custody or control. As between the Company and Consultant, the Company will own all right, title and interest in and to all Confidential Information.
Consultant will. (i) disclose promptly in writing to Excite all Designs and Materials; (ii) cooperate with and assist Excite to apply for, and to execute any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark or other statutory protection for Designs and Materials in Excite's name as Excite deems appropriate; and (iii) otherwise treat all Designs and Materials as "Confidential Information," as defined below. These obligations to disclose, assist, execute and keep confidential will survive any expiration or termination of this Agreement.
Consultant will. ● Provide coordinator oversight and project management guidance, advice, and recommendations ● Provide regular progress reports in writing or in person as requested ● Provide a securable private office space with a desk, phone, and computer workstation ● Provide a portable radio for 2-way communication with administrators and security personnel ● Provide the coordination, administration, and scheduling support for data-gathering interviews, meetings, training, etc. ● Provide access to key personnel, documents, and information, logistical support, meeting rooms, facilities, administrative support, etc., as required to meet the project objectives Consultant and School Will Both: ● Work together throughout the project to jointly determine whether some of the objectives and interventions require a greater emphasis than others and whether new needs arise that were unanticipated. In such a case, Consultant and School will direct their efforts accordingly ● Return all calls and emails within 24 hours
Consultant will. (i) hold all Confidential Information in confidence and with the same degree of care to prevent disclosure to others that it takes to preserve and safeguard his own proprietary and confidential information, but not less than a reasonable degree of care, and not disclose or otherwise disseminate Confidential Information to others, except as may be required by law or to perform his services under this Agreement;
(ii) not use Confidential Information for any purpose other than in rendering services under this Agreement;
(iii) limit the dissemination of and access to Confidential Information to those personnel who have a need for access to such Confidential Information for the rendering of services under this Agreement;
(iv) not copy or reproduce any records containing Confidential Information or divulge such records to others, except to perform services under this Agreement;
(v) not disclose to others that Confidential Information is known to or used by Mentor or those associated with Mentor, except to perform services under this Agreement; and
(vi) return to Mentor, within thirty (30) calendar days of its request or upon termination of this Agreement, all Confidential Information and any other records containing Confidential Information.
Consultant will. Provide regular progress reports in writing or in person as requested • Be promptly available during non-working hours, weekends and emergency situations as needed • Provide the coordination, administration, and scheduling support for data-gathering interviews, meetings, training, etc. • Provide access to key personnel, documents and information, logistical support, meeting rooms, facilities, and administrative support, etc. as required to meet the project objectives • Work together throughout the project to jointly determine whether some of the objectives and interventions require a greater emphasis than others and whether new needs arose that were unanticipated. In such a case, we would direct our efforts accordingly • Return all calls and emails within 24 hours or sooner
Consultant will. Conduct on-site visual structural assessments, including visual mechanical and electrical systems, if applicable, to identify the extent of the damage to assigned structures.
