Consulting and Services Sample Clauses

Consulting and Services. 甲方同意依照本协议的条款和条件向乙方提供资金、人力、技术、知 识产权等方面的支持和技术服务，乙方同意依照本协议的条款和条 件接受甲方提供的支持和服务，甲方提供的支持与服务的具体内容 如下： Party A hereby agrees to provide consultation and services to Party B in the area of fund, human, technology and intellectual properties, and Party B hereby agrees to accept such consultation and services in accordance with the terms and conditions under this Agreement. The consultation and services provided by Party A include:
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Consulting and Services exclusive and exclusive rights 1.1 During the term hereof, Party A agrees to provide Party B with relevant consulting and services as the exclusive consulting and service provider of Party B according to the terms hereof (see Annex 1 for details). ​ 1.2 Party B agrees to accept the consultation and services provided by Party A during the validity of this Agreement. In consideration of the value of the consulting and services provided by Party A and the good cooperative relationship between the parties, Party B further agrees that Party A is Party B's exclusive consulting and service provider; During the term hereof, Party B shall not accept any consultation and service provided by any third party in respect of the business scope hereof, unless prior written consent is obtained from Party A. 1.3 Party A shall have exclusive and exclusive rights and interests in all rights, ownership, interests and intellectual property rights (including but not limited to Copyrights, patent rights, technical secrets, trade secrets and others) arising from the performance of this Agreement, whether developed by Party A itself, by Party B based on Party A's intellectual property rights or by Party A based on Party B's intellectual property rights Party A shall not claim any rights, ownership, interests and intellectual property rights to Party A. ​ If the development is carried out by Party A based on Party B's intellectual property rights, Party B shall guarantee that the intellectual property rights are free of any defects, otherwise Party B shall bear the losses caused by Party A. If Party A is thus liable for compensation to any third party, Party A shall have the right to recover all its losses from Party B after such compensation has been made. ​
Sample 1See All (4)
Consulting and Services. Sole and Exclusive Interests 1. Party A may, at its sole discretion, subcontract to any third party part of the services to be provided to Party B hereunder. 2. Party A shall have the sole and exclusive right and interest to and in any right, title, interest and intellectual property arising from the performance of this Agreement (including but not limited to copyright, patent, know-how, trade secret, etc.), whether developed by Party A, developed by Party B based on Party A’s any intellectual property or developed by Party A based on Party B’s any intellectual property, and Party B may not claim any right or interest from Party A, including, but not limited to, any title and intellectual property. 3. If, however, such development is conducted by Party A based on Party B’s any intellectual property, Party B shall warrant that there are no defects in such intellectual property, otherwise Party B shall be liable for any loss incurred by Party A. If Party A is therefore held liable for any compensation to any third party, Party A may, upon making such compensation, recover from Party B for all its losses. 4. Considering the good cooperation between the Parties, Party B undertakes that it shall obtain Party A’s consent if it intends to carry out any business cooperation with any other enterprise, and Party A or any of its affiliated companies shall have priority right to cooperate under the same conditions.
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Consulting and Services. Exclusive rights 1. Party B agrees to accept the technical advice and services provided by Party A during the term of the Agreement. Taking into account the value of the technical advice and services provided by Party A and the good cooperative relations between the two parties, Party B further agrees that, without Party A’s prior written consent, Party B shall not accept any technical advice and services provided by any third party in respect of the scope of business involved in the Agreement within the term hereof. 2. With respect to any right, title, interest and intellectual property arising from the performance of the Agreement (including but not limited to copyright, patent, technical secrets, trade secrets and others), whether developed by Party A, or by Party B based on Party A’s intellectual property rights or by Party A based on Party B’s intellectual property rights, Party A shall have exclusive rights and interests, and Party B may not claim any rights or rights to Party A, including but not limited to the ownership and intellectual property rights. 3. But if the development is conducted by Party A based on Party B’s intellectual property rights, Party B shall ensure that such intellectual property rights free from any flaws, or any losses caused to Party A shall be borne by Party B. If Party A thus assumes liability to compensate any third person, after making such compensation, Party A has the right to recover the damages in whole from Party B. 4. Considering the good relations and cooperation between both parties, Party B promises that, if intending to have any business cooperation with other enterprises, Party A’s consent will be secured and that, under the same conditions, it will prefer Party A or its affiliates.
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Consulting and Services. 1.1 During the term of this Agreement, Party A agrees to, as the technical consulting and services provider of Party B, provide the related technical consultancies and services to Party B (as set forth in the annex attached hereto). If Party B makes a request and such request is approved by Party A, Party A will furnish to Party B the consultancies and services beyond those as set out in Annex below. 1.2 Party B agrees to accept the technical consultancies and services provided by Party A and further agrees that, during the term of this Agreement, it will not accept the technical consultancies and services for the aforesaid business provided by any third party without the prior written consent of Party A.
Sample 1
Consulting and Services. 2.1 Consulting and services provided by Party A to Party B shall include but are not limited to: 2.1.1 The installation, debugging and updating of technology used by Party B. 2.1.2 Further development of technology used by Party B. 2.1.3 Other supplementary services to technology used by Party B. 2.2 Party A shall provide Party B with consulting and relevant services in connection with marketing and sales, including but not limited to: 2.2.1 Party A shall provide Party B with market research and information. 2.2.2 Party A shall provide Party B with market prospects. 2.2.3 Party A shall provide Party B with marketing of products, including but not limited to market planning and advertisement. 2.2.4 Party A shall provide Party B with sales services, including but not limited to sales coordination and after-sale service.
Sample 1
Consulting and Services. A. Party A hereby agrees to provide consultation and services to Party B in the area of fund, human, technology and intellectual properties, and Party B hereby agrees to accept such consultation and services in accordance with the terms and conditions under this Agreement. The consultation and services provided by Party A include: 1. be responsible for providing training and technical support to the staff of Party B; 2. be responsible for providing consultation services regarding the marketing of Party B; 3. be responsible for providing general advice and assistance relating to the management and operation of Party B’s business; 4. be responsible for providing other consultation and services which are necessary for Party B’s business. B. Party B shall provide appropriate assistance to Party A for its work, including but not limited to providing the relevant data, engineering requirement and technical directions. C. The term of this Agreement is twenty (20) years. The Parties agree that, this Agreement can be extended only if Party A gives its written consent of the extension of this Agreement before the expiration of this Agreement and Party B shall agree with this extension without reserve. If Party B’s operation term is required to be extended, Party B shall use its best efforts to renew its business license and extend its operation term until and unless otherwise instructed in Party A’s prior written notice. D. Party A is the exclusive consultation and services provider of Party B under this Agreement; Party B shall not utilize third party to provide services which are same as or similar with Party A’s services and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement without the prior written consent of Party A. The Parties agree that Party A may appoint other parties to provide Party B with the consultations and/or services under this Agreement.
Sample 1
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Consulting and Services. Exclusivity 1.1 During the term hereof, Party A shall provide Party B with exclusive technical and logistical consulting and services. 1.2 Party B agrees to accept the consulting and services provided by Party A. Party B further agrees that, without prior written consent of Party A, Party B shall not accept consulting and services from any third parties in connection with the aforesaid business.
Sample 1

Related to Consulting and Services

  • Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.

  • REGION AND SERVICES The Contractor’s Region is: Region 1. The Contractor’s IDIQ construction service type is: General Construction. The Contractor has agreed to perform work outside the Region.

  • Cloud Services Unless otherwise stated in the Agreement or in the Order, Company grants Customer a limited, non-transferable, non-sublicenseable, non-exclusive, worldwide license to access and use the Number of Units of Cloud Services during the Term solely for internal business purposes in accordance with the applicable license restrictions stated in the Business Unit Terms, Order, and Documentation. Additional Cloud Service Terms are stated at xxxxx://xxxxx.xxxxx.xxx/#cloud-services, which are incorporated by reference.

  • OUR SERVICES As insurance intermediaries we generally act as the agent of our client. We are subject to the law of agency, which imposes various duties on us. However, in certain circumstances we may act for and owe duties of care to other parties, including the insurer. We will advise you when these circumstances occur, so you will be aware of any possible conflict of interest. We offer a wide range of products and services which may include: • Offering you a single or range of products from which to choose a product that suits your insurance needs; • Advising you on your insurance needs; • Arranging suitable insurance cover with insurers to meet your requirements; • Helping you with any subsequent changes to your insurance you have to make; • Providing all reasonable assistance with any claim you make. In some cases, we act for insurers under a delegated authority agreement and can enter into insurance policies, issue policy documentation and/or handle or settle claims on their behalf. Where we act on behalf of the insurer and not you, we will notify you accordingly and in relation to claims we will advise you of this fact when you notify us of a claim. Notwithstanding this, we endeavour to always act in your best interest. As intermediaries, we offer a wide range of insurance products and have access to many leading insurance companies and the Lloyd’s market. Depending on the type of cover you require and where we have provided advice based on a personal recommendation, we will offer you a policy from either: • a single insurer; • a limited range of insurers; or • a fair analysis that is representative of the insurance market. We will advise you separately as to which of these apply before we arrange your policy and where we have not undertaken a fair analysis of the market, we will provide you with a list of insurers considered. Jensten Retail Consumer Client TOBA Version 1.0 Nov 2021 Policies taken out, amended, or renewed through our online service will be on a non-advised basis. This means sufficient information will be provided for you to make an informed decision about any product purchased online and you should therefore ensure that any policy provides the cover you require and is suitable for your needs. For Motor Vehicle insurance we require customers to pay an additional charge for our claims service – Coversure Claimsline (details are provided in a separate document). This is a “one-stop” service that enables us to assist you with any claim you may incur. The cost of the Coversure Claimsline services will be included in the price quoted to you for the Motor Vehicle insurance and shown separately in your documentation. By purchasing motor insurance from us, you authorise Coversure and its agents to take all necessary actions to handle your claim including dealing with your insurers, third parties and their insurers and other service suppliers on your behalf. For all other policies, including optional additional products and premium finance (if relevant), before the insurance contract is concluded and after we have assessed your demands & needs, we will provide you with advice and make a personal recommendation. This will include sufficient information to enable you to make an informed decision about the policy that we have recommended, together with a quotation which will itemise any fees that are payable in addition to the premium. This documentation will also include a statement of your demands and needs. You should read this carefully as it will explain reasons for making the recommendation we have made.

  • Duties and Services Executive agrees to serve in the position(s) referred to in Section 2.2 and to perform diligently the duties and services appertaining to such offices, as well as such additional duties and services appropriate to such offices which the parties mutually may agree upon from time to time. Executive’s employment shall also be subject to the policies maintained and established by the Company and the Parent that are of general applicability to the Company’s and the Parent’s employees, as such policies may be amended from time to time.

  • Consulting Agreements The Shareholders shall have entered into the Consulting Agreements with Buyer.

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

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  • Autism Services This plan covers the following services for the treatment of autism spectrum disorders. • Applied behavior analysis when provided and/or supervised by an individual licensed by the state in which the service is rendered. See the Summary of Medical Benefits for the amount that you pay. • Physical therapy, occupational therapy, and speech therapy services when rendered as part of the treatment of autism spectrum disorder. A benefit limit will not apply to these services. • Psychological and psychiatric services, and prescription drugs are also covered. See Behavioral Health Services and Prescription Drugs and Diabetic Equipment or Supplies for additional information. Coverage for autism spectrum disorders does not affect any obligation of a school district, a state or other governmental entity to provide services to an individual under an individualized family service plan, an individualized education program, or similar services required under state or federal law. Services related to autism that are furnished by school personnel are not covered under this plan.

  • Sub-Advisory Services The Sub-Adviser shall have full discretionary authority for portfolio investment decisions for a Fund (or each portion of a Fund’s assets allocated to the Sub-Adviser by the Adviser), including determining, from time to time, what securities (and other financial instruments) shall be purchased for the Fund, what securities (and other financial instruments) shall be held or sold by the Fund, and what portion of the Fund’s assets shall be held uninvested in cash, subject always to the provisions of the Trust’s Agreement and Declaration of Trust, By-Laws and each Fund’s prospectus and statement of additional information as set forth in the Trust’s registration statement on Form N-1A (the “Registration Statement”) under the 1940 Act, and under the Securities Act of 1933, as amended (the “1933 Act”), covering Fund shares, as filed with the U.S. Securities and Exchange Commission (the “SEC”), and to the investment objectives, policies and restrictions of each Fund, as shall be from time to time in effect, and such other limitations, policies and procedures as the Board or the Adviser may reasonably impose from time to time and provide in writing to the Sub-Adviser (the “Investment Policies”). No reference in this Agreement to the Sub-Adviser having full discretionary authority over each Fund’s portfolio investment decisions shall in any way limit the right of the Board or the Adviser to establish or revise policies in connection with the management of a Fund’s assets or to otherwise exercise its right to control the overall management of the Trust and each Fund. The scope of the Sub-Adviser’s authority for trading portfolio securities (and other financial instruments) for a Fund, including selecting broker-dealers to execute purchase and sale transactions (“trading authority”), shall initially be as set forth on Schedule A hereto (which may differ by Fund). The Adviser may revise the scope of the Sub-Adviser’s trading authority upon the provision of at least 30 days’ written notice to the Sub-Adviser. Absent the Sub-Adviser’s provision of written notice declining such change, such a change shall be effective as of the later of the end of such 30-day period or the date set forth in such notice. If Schedule A indicates “partially discretionary” trading authority, initially, the Adviser shall retain discretionary trading authority for a mutually agreed subset of the Fund’s portfolio investments (the “Subset”), and the Sub-Adviser shall be responsible for providing non-discretionary trading recommendations to the Adviser with respect to the Subset (in accordance with the applicable terms of the “non-discretionary” trading authority paragraph below). In addition, the Sub-Adviser shall have full discretionary trading authority for the remaining portion of the Fund’s portfolio (in accordance with the applicable terms of the “discretionary” trading authority paragraph below). If Schedule A indicates “fully discretionary” trading authority, initially, the Sub-Adviser shall exercise full trading authority for a Fund with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. If Schedule A indicates “non-discretionary” trading authority, initially, the Sub-Adviser shall be responsible for promptly informing the Adviser (or another investment sub-advisory firm designated by the Adviser (herein, a “Trading Adviser”)) of portfolio investment decisions for a Fund in writing pursuant to mutually agreed notification protocols. In turn, the parties understand and acknowledge that the Adviser or the Trading Adviser, as the case may be, will fully rely on such notifications to effect the security (and other financial instrument) trading execution for each Fund’s portfolio investments. Additionally, the Adviser and the Trading Adviser, as the case may be, has full discretionary authority to select broker-dealers to effect the trading execution for a Fund’s portfolio investments. In the event the Adviser or the Trading Adviser desire clarification on a particular Sub-Adviser notification, the Adviser or the Trading Adviser, as the case may be, will seek guidance from the Sub-Adviser prior to executing any transaction in question. In any case (e.g., non-discretionary, partial discretion, or full discretion), the Adviser may retain such discretionary authority as it deems appropriate for effecting in-kind and other transactions of Fund portfolio investments vis-à-vis “creation units.” Regardless of the scope of the Sub-Adviser’s trading authority, the Sub-Adviser acknowledges that the Board retains ultimate authority over each Fund and may take any and all actions necessary and reasonable to protect the interests of Fund shareholders.

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