Common use of Duties of Client Clause in Contracts

Duties of Client. (a) Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation. (b) Client has and will at all times during the Term maintain directors and officers, professional liability (errors & omissions), and general commercial liability insurance policies with insurance companies that have a rating of at least “A-” in the most current edition of Best’s Key Rating Guide with coverages and deductibles that are reasonably acceptable to PINE in light of Client’s business and historic operations. Such insurance policies shall name PINE, the CCO, and PFO as additional insureds and provide that said insurance is primary and non-contributory. Client agrees to furnish details of such coverage to PINE upon its request, including copies of such policies, the identity of the carrier, coverage levels and deductible amounts. Client will notify PINE of any modification, reduction or cancellation of such coverage or of any material claims made against such coverage. Client shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after the CCO or PFO ceases to serve as an officer for Client on substantially the same terms as such coverage is provided for all other Client officers after such persons are no longer officers for Client; and (iii) continued in the event the Client merges or terminates, on substantially the same terms as such coverage is provided for all other Client officers (and for a period of no less than six years)

Duties of Client. (a) Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation reasonably deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation. (b) Client has and will at all times during the Term maintain directors and officers, officers and professional liability (errors & omissions), and general commercial liability insurance policies ) with insurance companies that have a rating of at least “A-” in the most current edition of Best’s Key Rating Guide with coverages and deductibles that are reasonably acceptable to PINE in light of Client’s business and historic operationsconsistent with market standards. Such insurance policies shall name PINE, provide coverage to the CCO, and PFO as additional insureds and provide that said insurance is primary and non-contributoryconsistent with coverage extended to other officers of the Client. Client agrees to furnish details of such coverage to PINE upon its request, including copies of such policies, the identity of the carrier, coverage levels and deductible amounts. Client will notify PINE of any modification, reduction or cancellation of such coverage or of any material claims made against such coverage. Client shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after the CCO or PFO ceases to serve as an officer for Client on substantially the same terms as such coverage is provided for all other Client officers after such persons are no longer officers for Client; and (iii) continued in the event the Client merges or terminates, on substantially the same terms as such coverage is provided for all other Client officers (and Client will make commercially reasonable efforts for such coverage to extend for a period of no less than six years).

Duties of Client. (a) Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation. (b) Notwithstanding any other provisions of this Agreement, PXXX's maximum liability to Client has and will at all times during for any claims, losses, damages or expenses from any cause whatsoever, except for those arising out of PINE’s gross negligence, in connection with this Agreement, regardless of the Term maintain directors and officersform of action, professional liability (errors & omissions)whether in contract, and general commercial liability insurance policies with insurance companies that have a rating of at least “A-” in tort or otherwise, shall not exceed the most current edition of Best’s Key Rating Guide with coverages and deductibles that are reasonably acceptable total annual fees paid or payable by client to PINE in light of Client’s business and historic operationspine under this agreement. Such insurance policies shall name PINEFor clarity, the CCOforegoing limitation applies only to damages caused directly by PXXX's provision of Services under this Agreement and does not apply to any damages caused by third parties relied on by PINE. In no event shall PINE be liable for any special, and PFO as additional insureds and provide that said insurance is primary and non-contributory. Client agrees indirect, incidental, punitive or consequential damages of any kind whatsoever, including but not limited to furnish details lost profits, lost business opportunity or other similar damages, even if such party has been advised of the possibility of such coverage to PINE upon its request, including copies of such policies, the identity damages. The limitations in this section shall apply regardless of the carrierform of action, coverage levels and deductible amounts. Client will notify PINE of any modificationwhether in contract, reduction statute, tort (including, without limitation, negligence) or cancellation of such coverage or of any material claims made against such coverage. Client shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after the CCO or PFO ceases to serve as an officer for Client on substantially the same terms as such coverage is provided for all other Client officers after such persons are no longer officers for Client; and (iii) continued in the event the Client merges or terminates, on substantially the same terms as such coverage is provided for all other Client officers (and for a period of no less than six years)otherwise.

Duties of Client. (a) Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information, except to the extent Client is unable to disclose any such documentation pursuant to Applicable Law. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation. (b) Notwithstanding any other provisions of this Agreement, XXXX's maximum liability to Client has and will at all times during the Term maintain directors and officersfor any claims, professional liability losses, damages or expenses from any cause whatsoever, except for those arising out of PINE’s fraud, bad faith, Recklessness, Gross Negligence or Willful Misconduct (errors & omissionseach as defined herein), and general commercial liability insurance policies in connection with insurance companies that have a rating this Agreement, regardless of at least “A-” the form of action, whether in contract, tort or otherwise, shall not exceed the most current edition of Best’s Key Rating Guide with coverages and deductibles that are reasonably acceptable total annual fees paid or payable by client to PINE in light of Client’s business and historic operationsunder this agreement. Such insurance policies shall name PINEFor clarity, the CCOforegoing limitation applies only to damages caused by PINE's provision of Services under this Agreement and does not apply to any damages caused by third parties relied on by PINE. In no event shall PINE be liable for any special, and PFO as additional insureds and provide that said insurance is primary and non-contributory. Client agrees indirect, incidental, punitive or consequential damages of any kind whatsoever, including but not limited to furnish details lost profits, lost business opportunity or other similar damages, even if PINE has been advised of the possibility of such coverage to PINE upon its request, including copies of such policies, the identity damages. The limitations in this section shall apply regardless of the carrierform of action, coverage levels and deductible amounts. Client will notify PINE of any modificationwhether in contract, reduction statute, tort (including, without limitation, negligence) or cancellation of such coverage or of any material claims made against such coverage. Client shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after the CCO or PFO ceases to serve as an officer for Client on substantially the same terms as such coverage is provided for all other Client officers after such persons are no longer officers for Client; and (iii) continued in the event the Client merges or terminates, on substantially the same terms as such coverage is provided for all other Client officers (and for a period of no less than six years)otherwise.

Duties of Client. (a) Client shall furnish PINE with any and all instructions, explanations, information, specifications and documentation deemed useful or necessary by PINE in the performance of the Services and shall give PINE prompt notice of any changes thereto. Client shall provide PINE with all documentation it needs to perform its duties and not withhold any material documents, facts or information. Client shall give timely instructions to PINE in regard to matters affecting the performance of the Services. Such instructions shall be in writing and may be sent via e-mail or by such other means as may be agreed upon from time to time by PINE and Client in writing. No oral instructions shall be accepted by PINE unless promptly confirmed in writing by Client. Client shall certify to PINE in writing the names and specimen signatures of persons authorized to give instructions hereunder. PINE shall be entitled to rely upon the identity and authority of such persons until it receives written notice from Client to the contrary. PINE shall be entitled to rely fully on the accuracy and validity of any and all instructions, explanations, information, specifications and documentation furnished to it by Client and shall have no duty or obligation to investigate or to review the accuracy, validity or propriety of such instructions, explanations, information, specifications or documentation. (b) Notwithstanding any other provisions of this Agreement, XXXX’s maximum liability to Client has and will at all times during for any claims, losses, damages or expenses from any cause whatsoever, except for those arising out of PINE’s gross negligence, in connection with this Agreement, regardless of the Term maintain directors and officersform of action, professional liability (errors & omissions)whether in contract, and general commercial liability insurance policies with insurance companies that have a rating of at least “A-” in tort or otherwise, shall not exceed the most current edition of Best’s Key Rating Guide with coverages and deductibles that are reasonably acceptable total annual fees paid or payable by client to PINE in light of Client’s business and historic operationspine under this agreement. Such insurance policies shall name PINEFor clarity, the CCOforegoing limitation applies only to damages caused directly by XXXX’s provision of Services under this Agreement and does not apply to any damages caused by third parties relied on by PINE. In no event shall PINE be liable for any special, and PFO as additional insureds and provide that said insurance is primary and non-contributory. Client agrees indirect, incidental, punitive or consequential damages of any kind whatsoever, including but not limited to furnish details lost profits, lost business opportunity or other similar damages, even if such party has been advised of the possibility of such coverage to PINE upon its request, including copies of such policies, the identity damages. The limitations in this section shall apply regardless of the carrierform of action, coverage levels and deductible amounts. Client will notify PINE of any modificationwhether in contract, reduction statute, tort (including, without limitation, negligence) or cancellation of such coverage or of any material claims made against such coverage. Client shall use reasonable efforts to ensure that such coverage be (i) reinstated should the Policy be cancelled; (ii) continued after the CCO or PFO ceases to serve as an officer for Client on substantially the same terms as such coverage is provided for all other Client officers after such persons are no longer officers for Client; and (iii) continued in the event the Client merges or terminates, on substantially the same terms as such coverage is provided for all other Client officers (and for a period of no less than six years)otherwise.