Consultant will Sample Clauses

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. 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. (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) 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. (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. ● 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. 2.2.1 commence work no later than the Effective Date and follow best practises to complete the Services, as per timelines notified to Consultant; 2.2.2 inform Glenmark immediately of any unforeseen circumstances that may affect either commencement or completion of the Services; 2.2.3 obtain at its own expense all licenses and permissions required under various laws for conducting and providing the Services as stipulated in this Agreement and shall be liable and responsible for compliance under various laws; 2.2.4 deal promptly with Glenmark's queries or problems relating to the Services and shall promptly correct any failure to perform the Services; 2.2.5 not provide identical or similar Services, either directly or indirectly, to any other individual, entity or corporation in respect of the Services, formulations, combinations or molecules for which the Services are being rendered by the Consultant herein; 2.2.6 The Consultant will provide the representatives of Glenmark all documents pertaining to the Services provided along with the deliverables as may be mutually agreed between the Parties; 2.2.7 ensure that the content of the Services and the Work Product (defined herein below) shall be original and shall not infringe any third party intellectual property during the performance of its Services; 2.2.8 not disclose any information of the patient or given any indication or reference of the patient or identify the patient.

Consultant will. (a) Forward applications and related material to the CITY on a weekly basis; (b) At a City Council meeting, make recommendations to City Council as may be requested as to candidates that merit further consideration. (c) At a City Council meeting, make recommendations to City Council as may be requested as to a candidate that merits final consideration.

Consultant will a. Prepare and send property access notification letter to adjacent property owners. b. Topographic survey for the project corridor. Data collected for pavement areas shall be sufficient for a 1-foot contour interval. Remaining areas shall be sufficient for a 2-foot contour interval.  Survey limits as shown per the attached Survey Limits Map. c. Collect existing planimetric features including existing edge of pavements, centerline of roads, curb and gutters, sidewalks, parking lots, buildings, and signs. d. Field survey existing storm drainage systems (types, sizes, inverts, and end treatments) located within the survey corridor. e. Field survey for front property evidence. f. Develop a Digital Terrain Model (DTM) in electronic format from the field-run topographic survey data collected. g. Prepare property database in electronic format. h. Survey above ground utility features including poles, risers, boxes, valves, and manholes. i. Depict utility pole connectivity. j. Depict sanitary sewer and storm drain connectivity.