CONSULTANT’S OBLIGATIONS. ● The Consultant acknowledges that time is the essence of this Agreement and that in the event the Services are to be delivered based on timelines and/or milestones as may be specified, the Consultant shall adhere to such timelines/ milestones. Any failure to deliver Services within agreed timelines/ milestones shall be deemed to be a material breach of Agreement and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for any such delay in delivery. ● The Consultant shall: a. Report to such persons as may be indicated by Company (or Client) from time to time, on all matters arising from or relating to this Agreement. b. Provide the highest quality of Services with all due care, diligence and efficiency, in accordance with the highest standards of professional competence, organization and responsibility, and in a manner acceptable to Company. c. Dedicate the time necessary to the performance of Services. d. Promptly comply with such instructions as may be issued from time to time by Company in connection with the performance of the Services. e. Ensure that at all time during the performance of the Services, he shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right at any time during the term of this Agreement at its sole discretion to require the Consultant to stop providing Service, if he is in violation of this clause. f. Keep confidential any and all Confidential Information of the Company (and Client) that the Consultant may be provided with or may come across in Company’s (or Client’s) networks or data bases in course of providing Services. g. At all times, act with appropriate propriety, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company. h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him. i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall be solely liable for any losses to its equipment while performing the Services.
Appears in 2 contracts
Samples: Membership Agreement, Membership Agreement
CONSULTANT’S OBLIGATIONS. ● The Consultant acknowledges shall offer to provide (standing offer) consulting services to the Client pursuant to the Framework Agreement. The Consultant shall respond to a request from a Client for proposal or direct contracting within the period specified in that time is request by either (i) submitting a proposal or (ii) accepting award of contract in case of direct selection or (iii) informing the essence of this Agreement and Client that in the event it does not intend to provide the Services are to be delivered based on timelines and/or milestones as may be specifiedunder the Call-off Contract. During the Term of the Framework Agreement, the Consultant shall adhere to such timelines/ milestones. Any failure to deliver Services within agreed timelines/ milestones shall be deemed continue to be a material breach of Agreement eligible and Company reserves right to charge such penalties and/or terminate technically qualified, as per the Engagement as it may deem reasonable for any such delay qualification and eligibility criteria stipulated in deliverythe Primary Procurement. ● The Consultant shall:
a. Report shall notify the Client immediately, in writing, if it ceases to such persons as may be indicated by Company (or Client) from time qualified and/or ceases to time, on all matters arising from or relating to this Agreement.
b. Provide be eligible. Standard of Performance The Consultant shall perform the highest quality of Services and carry out the Services with all due carediligence, diligence efficiency and efficiencyeconomy, in accordance with the highest generally accepted professional standards of professional competence, organization and responsibilitypractices, and in a manner acceptable shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. The Consultant shall employ and provide such qualified and experienced Experts and Sub-consultants as are required to Company.
c. Dedicate carry out the time necessary Services. The Consultant may subcontract part of the Services to the performance of Services.
d. Promptly comply an extent and with such instructions Key Experts and Sub-consultants as may be issued approved in advance by the Client. Submission by the Consultant for the Client’s approval, for addition of any Sub-consultant not named in the Contract, shall also include the Sub-consultant’s declaration in accordance with Schedule 8- Sexual exploitation and Abuse (SEA) and/or Sexual Harassment (SH) Performance Declaration. Notwithstanding such approval, the Consultant shall retain full responsibility for the Services. Applicable Law The Consultant shall perform the Services in accordance with the Contract and the Applicable Law and shall take all practicable steps to ensure that any of its Experts and Sub-consultants, comply with the Applicable Law. Throughout the execution of the Framework Agreement, the Consultant shall comply with the import of goods and services prohibitions in the Client’s country when (a) as a matter of law or official regulations, the Beneficiary’s country prohibits commercial relations with that country; or (b) by the Boycott Regulations of the Organization of the Islamic Cooperation, the League of Arab States and the African Union, the Beneficiary’s country prohibits any import of goods or contracting of works or services from time that country, or any payments to time by Company any country, person, or entity in that country. Conflict of Interest The Consultant shall hold the Client’s interests paramount, without any consideration for future work, and strictly avoid conflict with other assignments or their own corporate interests. The payment of the Consultant in accordance with the Call-off Contract shall constitute the Consultant’s only payment in connection with the performance Contract and, subject to FAP 4.12, the Consultant shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Framework Agreement or in the discharge of its obligations hereunder, and the Services.
e. Ensure Consultant shall use its best efforts to ensure that at all time during any Sub-consultants, as well as the performance Experts and agents of either of them, similarly shall not receive any such additional payment. Furthermore, if the Consultant, as part of the Services, he shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right responsibility of advising the Client on the procurement of goods, works or services, the Consultant shall comply with the applicable policies of the IsDB, and shall at any time all times exercise such responsibility in the best interest of the Client. Any discounts or commissions obtained by the Consultant in the exercise of such procurement responsibility shall be for the account of the Client. The Consultant agrees that, during the term of this Framework Agreement at and after its sole discretion to require termination, the Consultant and any entity affiliated with the Consultant, as well as any Sub-consultants and any entity affiliated with such Sub-consultants, shall be disqualified from providing goods, works or non-consulting services resulting from or directly related to stop providing Service, if he is in violation of this clause.
f. Keep confidential any and all Confidential Information the Consultant’s Services for the preparation or implementation of the Company (project. The Consultant shall not engage, and shall cause its Experts as well as its Sub-consultants not to engage, either directly or indirectly, in any business or professional activities that would conflict with the activities assigned to them pursuant to this Framework Agreement. The Consultant has an obligation and shall ensure that its Experts and Sub-consultants shall have an obligation to disclose any situation of actual or potential conflict that impacts their capacity to serve the best interest of their Client) , or that may reasonably be perceived as having this effect. Failure to disclose said situations may lead to the disqualification of the Consultant or the termination of its Framework Agreement and/or Call-off Contract The Services provided under Call-off Contracts that may be provided with or may come across in Company’s (or Client’s) networks or data bases in course of providing Services.
g. At all times, act with appropriate propriety, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company.
h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him.
i. Be liable for all physical losses/damages caused awarded by the misuse Client shall be: consistent with Schedule 1: Terms of Reference as may be specifically described in the TOR-Call-off; at the Contract Price stipulated in the Call-off Contract; and at such times and to Company or customer’s property while performing such locations as stipulated in the Call-off Contract. The Consultant agrees that this Framework Agreement and any additional provisions set out in a Call-off Contract, shall apply to the provision of the Services. Further Forced Labor The Consultant, including its Subcontractors, shall not employ or engage forced labor or persons subject to trafficking, as described below. Forced labor consists of any work or service, not voluntarily performed, that is exacted from an individual under threat of force or penalty, and includes any kind of involuntary or compulsory labor, such as indentured labor, bonded labor or similar labor-contracting arrangements. Trafficking in persons is defined as the recruitment, transportation, transfer, harboring or receipt of persons by means of the threat or use of force or other forms of coercion, abduction, fraud, deception, abuse of power, or of a position of vulnerability, or of the giving or receiving of payments or benefits to achieve the consent of a person having control over another person, for the purposes of exploitation. Child Labor The Consultant, including its Subcontractors, shall not employ or engage a child under the age of 14 unless the national law specifies a higher age (the minimum age). The Consultant, including its Subcontractors, shall not employ or engage a child between the minimum age and the age of 18 in a manner that is likely to be hazardous, or to interfere with, the child’s education, or to be harmful to the child’s health or physical, mental, spiritual, moral, or social development. Work considered hazardous for children is work that, by its nature or the circumstances in which it is carried out, is likely to jeopardize the health, safety, or morals of children. Such work activities prohibited for children include work: with exposure to physical, psychological or sexual abuse; underground, underwater, working at heights or in confined spaces; with dangerous machinery, equipment or tools, or involving handling or transport of heavy loads; in unhealthy environments exposing children to hazardous substances, agents, or processes, or to temperatures, noise or vibration damaging to health; or under difficult conditions such as work for long hours, during the night or in confinement on the premises of the employer. Health and safety obligations The Consultant, including its Subconsultants shall comply, with all applicable health and safety regulations, laws, guidelines, and any other requirements stated in Schedule 1. Non-Discrimination and Equal Opportunity The Consultant shall be solely liable for not make decisions relating to the employment or treatment of Experts on the basis of personal characteristics unrelated to inherent job requirements. The Consultant shall base the employment of Experts on the principle of equal opportunity and fair treatment, and shall not discriminate with respect to any losses to its equipment while performing aspects of the Servicesemployment relationship The Consultant shall comply with additional obligations as specified in the Call-off Contract.
Appears in 2 contracts
Samples: Framework Agreement for Consultancy Services, Framework Agreement for Consultancy Services
CONSULTANT’S OBLIGATIONS. ● The Consultant acknowledges that time is the essence of (a) Consultant’s performance under this Agreement shall be conducted with due diligence and that in full compliance with the highest professional standards of practice in the event the Services are to be delivered based on timelines and/or milestones as may be specified, the industry. Consultant shall adhere to such timelines/ milestonescomply with all applicable laws and SkyWater safety rules in the course of performing the Services. Any failure to deliver Services within agreed timelines/ milestones If Consultant’s work requires a license, Consultant shall or has obtained that license and the license will be or is in full force and effect. Without limiting the foregoing, no illegal, improper, or unethical payment or other activities shall be deemed to be a material breach made or undertaken by Consultant in connection with the Services. If SkyWater becomes aware of Agreement and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for any such delay in delivery. ● The Consultant shall:
a. Report to such persons as payments or activities, SkyWater may be indicated by Company (or Client) from time to time, on all matters arising from or relating to immediately terminate this Agreement.
b. Provide the highest quality (b) Consultant will be responsible for all travel expenses incurred in connection with this Agreement; provided however, if travel is performed pursuant to SkyWater’s specific written request, Consultant shall be reimbursed for reasonable expenses incurred up to a previously approved amount, upon submission and verification of Services with all due care, diligence customary receipts and efficiency, in accordance with the highest standards of professional competence, organization and responsibility, and in a manner acceptable to Companyvouchers.
c. Dedicate the time necessary to the performance of Services.
d. Promptly comply with such instructions as may be issued (c) Consultant agrees that from time to time during the term of this Agreement Consultant will keep SkyWater advised as to Consultant’s progress in performing the Services hereunder and that Consultant will, as requested by Company SkyWater, prepare written reports with respect thereto. It is understood that the time required in connection with the preparation of such written reports shall be considered time devoted to the performance of the Services.
e. Ensure (d) Consultant certifies that at all time during the performance Consultant has no outstanding agreement or obligation that is in conflict with any of the Servicesprovisions of this Agreement, he shall abide by all applicable Company’s (or that would preclude Consultant from complying with the provisions hereof and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right at further certifies that Consultant will not enter into any time such conflicting agreement during the term of this Agreement at its sole discretion to require and for a three (3) year period thereafter. In connection therewith, Consultant will not, during the Consultant to stop providing Serviceterm of this Agreement and for a three (3) year period thereafter, if he without the prior written approval from the President of SkyWater, engage in any employment, business or activity that is in violation any way competitive with the business or proposed business of SkyWater, and Consultant will not assist any other person or organization in competing with SkyWater, or in preparing to engage in competition with the business or proposed business of SkyWater. Consultant acknowledges that the obligations in this Section 4(d) are in addition to Consultant’s nondisclosure obligations under Section 5.
(e) Consultant hereby grants consent to SkyWater to notify any future client or employer of Consultant’s, or other third party that SkyWater reasonably determines has a need to know, about Consultant’s rights and obligations under this Agreement.
(f) Consultant agrees that during the term of this clauseAgreement and for a period of twelve (12) months thereafter (the “Restricted Period”), Consultant will not, without SkyWater’s prior written consent, directly or indirectly, solicit or encourage any employee or contractor of SkyWater or its affiliates to terminate employment with, or cease providing services to, SkyWater or its affiliates. During the Restricted Period, Consultant will not, whether for Consultant’s own account or for the account of any other person, firm, corporation or other business organization, intentionally interfere with any person who is or during the period of Consultant’s engagement by SkyWater was a partner, supplier, customer or client of SkyWater or its affiliates.
f. Keep confidential (g) Consultant will indemnify and hold SkyWater harmless from, and will defend SkyWater against, any and all Confidential Information loss, liability, damage, claims, demands, or suits and related costs and expenses to persons or property that arise, directly or indirectly, from acts or omissions of the Company (and Client) Consultant, from the breach of any term or condition of this Agreement attributable to Consultant or its agents, or from a determination by a court or agency that the Consultant may be provided with or may come across in Company’s (or Client’s) networks or data bases in course of providing Servicesis not an independent contractor.
g. At all times, act with appropriate propriety, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company.
h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him.
i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall be solely liable for any losses to its equipment while performing the Services.
Appears in 1 contract
CONSULTANT’S OBLIGATIONS. ● 2.1 The Consultant acknowledges that time shall provide the Services in accordance with and as described in the Proposal.
2.2 Subject to any specific requirements of the Proposal and to Clause 5 below the Consultant shall provide the Services with reasonable skill care and diligence having regard to the normal standards of the profession in which the Consultants is engaged.
2.3 The Consultant shall attend meetings reasonably called by the essence Council whenever requested to do so for the purpose of submitting or explaining any matter arising from the performance of this Agreement and that shall provide such information or advice as is reasonably requested for the purposes of the meeting.
2.4 Copyright and all other intellectual property rights in and ownership of the event the Services are reports and all other materials to be delivered based on timelines and/or milestones as may be specified, produced by the Consultant shall adhere to such timelines/ milestones. Any failure to deliver Services within agreed timelines/ milestones shall be deemed to be a material breach of Agreement and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for any such delay in delivery. ● The Consultant shall:
a. Report to such persons as may be indicated by Company (or Client) from time to time, on all matters arising from or relating to this Agreement.
b. Provide the highest quality of Services with all due care, diligence and efficiency, in accordance with the highest standards of professional competence, organization and responsibility, and in a manner acceptable to Company.
c. Dedicate the time necessary to the performance of Services.
d. Promptly comply with such instructions as may be issued from time to time by Company in connection with the performance of Services shall vest in the ServicesCouncil upon their submission to the Council by the Consultant .
e. Ensure that at all time during 2.5 In providing the performance Services the Consultant’s primary duty of care is to the Services, he Council. Accordingly the Consultant shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right not act at any time during in any manner inconsistent with this duty of care to the term Council.
2.6 The Consultant is not and shall in no circumstances hold himself out as being the servant partner or agent of this Agreement at its sole discretion the Council otherwise than in circumstances expressly permitted by the Agreement.
2.7 The Consultant is not and shall in no circumstances hold himself out as being authorised to require enter into any contract on behalf of the Council or in any other way to bind the Council to the performance variation release or discharge of any obligation whether contractual, Statutory or otherwise.
2.8 The Consultant has not and shall in no circumstances hold himself out as having the power to make vary discharge or waive any byelaw or regulation of any kind.
2.9 It shall be a condition of the Consultant’s appointment that the Consultant complies with the Council’s Standing Orders for Contracts where applicable.
2.10 The Consultant shall comply with the Council’s policies on anti-corruption and bribery and the Bribery Act 2010 together with policies on equalities, social media, use of information and communication systems, harassment and bullying, health and safety and whilst on Council premises those other relevant rules regulations procedures and policies of the Council with which the Consultant has been made aware.
2.11 The Council may request in writing changes to the scope of the Proposal or to any other aspect of the Consultant’s appointment. Any such request will be sufficiently detailed to enable the Consultant to stop providing Serviceassess the affect of the requested change on the cost, if he is in violation any date for performance or any other aspect of this clausethe appointment. Any payment of additional fees shall be subject to clause 3.
f. Keep confidential any and all Confidential Information of the Company (and Client) that 2.12 Nothing in this Agreement will prevent the Consultant may be from providing services to another person, as an employee or consultant provided that any such services or duties relating to them do not conflict with or may come across in Company’s (or Client’s) networks or data bases in course of providing Servicesthis appointment.
g. At all times, act with appropriate propriety, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company.
h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him.
i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall be solely liable for any losses to its equipment while performing the Services.
Appears in 1 contract
Samples: Consultant Agreement
CONSULTANT’S OBLIGATIONS. ● The (a) Consultant acknowledges that time is agrees to provide Decor with such consulting services as requested by Decor in connection with strategic planning, marketing and management issues. Consultant agrees to provide consulting services to Decor during the essence term of this Agreement agreement, and that in to utilize the event best of his ability and experience at all times and to loyally and conscientiously perform all the Services are to be delivered based on timelines and/or milestones as may be specified, duties and obligations required of him expressly or implicitly by the Consultant shall adhere to such timelines/ milestones. Any failure to deliver Services within agreed timelines/ milestones shall be deemed to be a material breach terms of Agreement and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for any such delay in delivery. ● The Consultant shall:
a. Report to such persons as may be indicated by Company (or Client) from time to time, on all matters arising from or relating to this Agreement.
b. Provide the highest quality of Services with (b) Consultant acknowledges that all due careinformation, diligence and efficiencydocuments, in accordance with the highest standards of professional competencecustomer lists, organization and responsibilitypatents, and in a manner acceptable to Company.
c. Dedicate the time necessary trademarks, copyrights, materials, specifications, business strategies or any other ideas which directly relate to the performance business of Services.
d. Promptly comply with such instructions Decor (referred to herein as may be issued from time "Confidential Information") whether prepared or generated by Consultant, or Decor pursuant to time by Company this Agreement or otherwise in connection with the performance possession or knowledge of Consultant prior to the Services.
e. Ensure that at all time during the performance date hereof or coming into possession or knowledge of the Services, he shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right at any time Consultant during the term of this Agreement at its sole discretion shall be the exclusive, confidential property of Decor, except to require the Consultant to stop providing Service, if he is extent expressly authorized in violation writing by Decor for dissemination. From the effective date of this clause.
f. Keep confidential Agreement through and including the twenty-fourth months following the termination of this Agreement or any and all extension thereof (the "Restricted Period"), Consultant shall not disclose any of such Confidential Information of the Company (and Client) that the Consultant may be provided with or may come across in Company’s (or Client’s) networks or data bases in course of providing Services.
g. At all times, act with appropriate propriety, in particular refrain from making to any public statements concerning the Services hereunder third party without the prior approval written consent of Decor and shall take all reasonable steps and actions necessary to maintain the Companyconfidentiality of such Confidential Information.
h. In (c) Consultant recognizes that the performance services to be performed by him hereunder are special, unique and extraordinary. The parties confirm that it is reasonably necessary for the protection of all Services hereunderDecor that Consultant agree, and accordingly, Consultant shalldoes hereby agree, comply with all that he shall not, directly or indirectly, at any time during the applicable laws Restricted Period engage in any way or be related to the business of creating, manufacturing, distributing or selling products that are competitive to those offered by Decor and regulations including required insurances its subsidiaries, either on his own behalf or as an affiliate, consultant, employee, owner, agent, independent contractor, or co-venturer of any third party;
(d) Consultant agrees that he shall not, directly or indirectly, at any time during the Restricted Period:
(i) employ or engage, or cause or authorize, directly or indirectly, to be employed or engaged, for himor on behalf of himself or any third party, any employee or agent of Decor; or
(ii) solicit any customers or suppliers of Decor.
i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall be solely liable for any losses to its equipment while performing the Services.
Appears in 1 contract
CONSULTANT’S OBLIGATIONS. ● The Consultant acknowledges that time is the essence of this Agreement and that in the event the Services are to be delivered based on timelines and/or milestones as may be specified, the Consultant shall adhere to such timelines/ milestones2.1. Any failure to deliver Services within agreed timelines/ milestones shall be deemed to be a material breach of Agreement and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for any such delay in delivery. ● The Consultant shall:
a. Report to such persons as may be indicated by Company (or Client) from time to time, on all matters arising from or relating to this Agreement.
b. Provide 2.1.1. provide the highest quality of Consultancy Services with all due care, diligence skill and efficiencyability and use its best endeavours to promote the interests of Brainpool or any Group Company;
2.1.2. provide all equipment required or desirable in the delivery of the Consultancy Services and be responsible for its maintenance and security and all costs associated with such equipment;
2.1.3. unless prevented by ill health or accident, devote such time as is specified in accordance with the highest standards applicable Terms of professional competence, organization and responsibility, and in a manner acceptable to Company.
c. Dedicate the time necessary Commitment to the performance provision of Services.
d. Promptly comply the Consultancy Services together with such instructions additional time if any as may be issued necessary for their proper delivery;
2.1.4. promptly give to Brainpool all such information and reports as it may reasonably require in connection with matters relating to the provision of the Consultancy Services or the Business of Brainpool or any Group Company; and
2.1.5. comply with all reasonable standards of safety and comply with Brainpool's health and safety procedures from time to time by Company in connection force at the premises where the Consultancy Services are provided (if such premises are under Brainpool’s control) and report to Brainpool any unsafe working conditions or practices. If the Consultancy Services are to be provided from a location under the Consultant’s control, the Consultant acknowledges that they are solely responsible for ensuring that such premises constitute a safe working environment.
2.2. If the Consultant is unable to provide the Consultancy Services due to illness or injury, they shall advise Brainpool of that fact as soon as reasonably practicable. For the avoidance of doubt, if the Fees includes a daily or hourly rate no Fees shall be payable in accordance with clause 3 in respect of any period during which the Consultancy Services are not provided.
2.3. The Consultant may, with the performance prior written approval of Brainpool and subject to the Services.
e. Ensure that at all time during following proviso, appoint a suitably qualified and skilled substitute (Substitute) to perform the performance of the ServicesConsultancy Services on their behalf, he shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right at any time during the term of this Agreement at its sole discretion to require the Consultant to stop providing Service, if he is in violation of this clause.
f. Keep confidential any and all Confidential Information of the Company (and Client) provided that the Consultant may Substitute shall be provided required to enter into direct undertakings with or may come across in Company’s (or Client’s) networks or data bases in course of providing Services.
g. At all timesBrainpool, act including with appropriate proprietyregard to confidentiality. If Brainpool accepts the Substitute, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company.
h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him.
i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall continue to invoice Brainpool in accordance with Clause 3 and shall be responsible for the remuneration of the Substitute. For the avoidance of doubt, the Consultant will continue to be subject to all duties and obligations under this Agreement for the duration of the appointment of the Substitute.
2.4. Unless they have been specifically authorised to do so by Brainpool in writing, the Consultant shall not:
2.4.1. have any authority to incur any expenditure in the name of or for the account of Brainpool; or
2.4.2. hold themselves out as having authority to bind Brainpool.
2.5. The Consultant may use a third party to perform any administrative, clerical or secretarial functions which are reasonably incidental to the provision of the Consultancy Services provided that:
2.5.1. the Consultant will be solely liable for any losses to its equipment while performing bear the Servicescost of such functions;
2.5.2. the Consultant shall procure that such third party shall comply with clause 2 of Part 1 with respect to compliance with anti-bribery obligations and other policies;
2.5.3. at Brainpool’s request the third party shall be required to enter into direct undertakings with Brainpool, including with regard to confidentiality.
Appears in 1 contract
Samples: Consultancy Agreement
CONSULTANT’S OBLIGATIONS. ● The 3.1 Consultant acknowledges that time is must possess the essence learning, skills, and experience ordinarily possessed by similar professionals in the community, and use reasonable care and diligence and professional judgment in carrying out the work of this Agreement and that Contract. Nothing in the event the Services are to be delivered based on timelines and/or milestones as may be specified, the Consultant shall adhere to such timelines/ milestones. Any failure to deliver Services within agreed timelines/ milestones this Contract shall be deemed interpreted to be a material breach of Agreement require Consultant to meet any higher standard and Company reserves right to charge such penalties and/or terminate the Engagement as it may deem reasonable for this paragraph shall control over any such delay in delivery. ● The Consultant shall:
a. Report to such persons as may be indicated by Company (or Client) from time to time, on all matters arising from or relating to this Agreementcontrary provision.
b. Provide 3.2 Consultant must make all provisions of the highest quality of Services with all due care, diligence and efficiency, in accordance with Contract applicable to any subconsultant or subcontractor performing work under the highest standards of professional competence, organization and responsibility, and in a manner acceptable to CompanyContract.
c. Dedicate the time necessary to the performance of Services.
d. Promptly comply with such instructions as may 3.3 Consultant agrees that County will not be issued from time to time by Company in connection with the performance of the Services.
e. Ensure that at all time during the performance of the Services, he shall abide by all applicable Company’s (and Client’s) security rules, other policies, standards, guidelines and procedures. Company has the right at any time during the term of this Agreement at its sole discretion to require the Consultant to stop providing Service, if he is in violation of this clause.
f. Keep confidential any and all Confidential Information of the Company (and Client) that the Consultant may be provided with or may come across in Company’s (or Client’s) networks or data bases in course of providing Services.
g. At all times, act with appropriate propriety, in particular refrain from making any public statements concerning the Services hereunder without the prior approval of the Company.
h. In the performance of all Services hereunder, Consultant shall, comply with all the applicable laws and regulations including required insurances for him.
i. Be liable for all physical losses/damages caused by the misuse to Company or customer’s property while performing the Services. Further the Consultant shall be solely liable responsible for any losses or unanticipated costs suffered by Consultant as a result of the Consultant's failure to obtain full information in advance in regard to all conditions pertaining to the work.
3.4 Consultant certifies that Consultant has all necessary licenses, permits, or certificates of registration necessary to perform the contract and further certifies that all subcontractors and subconsultants will likewise have all necessary licenses, permits or certificates before performing any work. The failure of Consultant to have or maintain such licenses, permits, or certificates is grounds for immediate termination of the contract.
3.5 Consultant may not permit any lien or claim to be filed or prosecuted against the C unty on account of any labor or material furnished, shall assume responsibility for satisfaction of any lien so filed or prosecuted and shall defend against, indemnify and hold the County harmless from any such lien or claim.
3.6 Unless otherwise provided by the Contract or law, Consultant agrees that County and its equipment while performing duly authorized representatives may have access to the Servicesbooks, documents, papers, and records of Consultant which are directly pertinent to this Contract for the purpose of making audits examinations, excerpts, copies and transcripts. Consultant shall retain and keep accessible such books, documents, papers, and records for a minimum of 6 years after County makes final payment on the Contract. Copies of applicable records must be made available upon request, and payment of copy costs is reimb rsable by County.
3.7 Consultant must, in the course of carrying out C nsultant's Work, comply at all times with the then-current "Mandatory County Policies for Vendors" xxx.xxxxxxxxxx.xxx/xxxx. published on County's Procurement and Purchasing webpage at:
Appears in 1 contract
Samples: Parole and Probation Renovation Architectural Services RFP
