Common use of Duties & Responsibilities Clause in Contracts

Duties & Responsibilities. (a) Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least 20 hours of service per week/or assign a minimum of one individual to provide services to the Company). (b) Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and services to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within 3 days after receipt of notice from the Company of its desire to have such Agent replaced. (c) Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be performed hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. (d) Consultant shall obtain for the benefit of the Company, as an intended third party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2(c), 5(a), 6, and 7 of this Agreement. (e) Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).

Duties & Responsibilities. The Company and the Purchasers acknowledge and agree for the benefit of Lead Purchaser Counsel (which shall be deemed to be a third party beneficiary of this Section 10) as follows: (a) Consultant hereby agrees to provide and perform Lead Purchaser Counsel: (i) is not responsible for the performance by the Company those services set forth or the Purchasers of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Lead Purchaser directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Lead Purchaser, each of the responsibilities of Lead Purchaser Counsel in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on Exhibit A attached heretothe part of Lead Purchaser Counsel (collectively, the “Lead Purchaser Counsel Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Consultant Documents and written materials referred to in this Section 11.2(a) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by Lead Purchaser Counsel as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (b) Lead Purchaser Counsel shall devote its best efforts not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Lead Purchaser Counsel’s gross negligence or willful misconduct in breach of the Lead Purchaser Counsel Duties. IN NO EVENT SHALL LEAD INVESTOR COUNSEL BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF LEAD INVESTOR COUNSEL HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (c) The Company and the Purchasers hereby indemnify and hold harmless Lead Purchaser Counsel from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which Lead Purchaser Counsel may suffer or incur by reason of any action, claim or proceeding brought against Lead Purchaser Counsel arising out of or relating to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devoteLead Purchaser Counsel Duties, unless otherwise requested in writing by such action, claim or proceeding is exclusively the Company, (a minimum of at least 20 hours of service per week/or assign a minimum of one individual to provide services to the Company). (b) Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge result of the Company's researchwillful misconduct, development and services to fulfill Consultant's obligations hereunder. Any Agent bad faith or gross negligence of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within 3 days after receipt of notice from the Company of its desire to have such Agent replaced. (c) Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be performed hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the CompanyLead Purchaser Counsel. (d) Consultant Lead Purchaser Counsel shall obtain have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the benefit Lead Purchaser Counsel Duties) by giving written notice of its resignation to the Company, as an intended third party beneficiary thereof, Company and the Lead Purchaser at least ten (10) calendar days prior to the performance specified effective date of any services hereunder by any such resignation. All obligations of the AgentsLead Purchaser Counsel hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (i) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Lead Purchaser, then upon written notice thereof given to each of the Purchasers, the written agreement of Agent Lead Purchaser Counsel shall deliver the Escrow Amount to be bound by terms no less restrictive than the terms of Sections 2(c), 5(a), 6successor escrow agent, and 7 upon such delivery, Lead Purchaser Counsel shall have no further liability or obligation; or (ii) if a successor escrow agent shall not have been appointed, for any reason whatsoever, Lead Purchaser Counsel shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of this Agreementcompetent jurisdiction selected by Lead Purchaser Counsel and give written notice thereof to the Company and the Purchasers, or (B) continue to hold Escrow Amount in escrow pending written direction from the Company and the Lead Purchaser in form and formality satisfactory to Lead Purchaser Counsel. (e) Personnel supplied In the event that the Lead Purchaser Counsel shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by Consultant it or with any provision of this Agreement, Lead Purchaser Counsel shall have the absolute right to provide services to Company suspend all further performance under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility (except for the actions safekeeping of such personnel while performing services pursuant Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Lead Purchaser Counsel’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company and the Lead Purchaser, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this AgreementAgreement or the Escrow Amount, the Lead Purchaser Counsel shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Lead Purchaser Counsel and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Lead Purchaser Counsel of the Escrow Amount with the clerk of such court in accordance with this provision, the Lead Purchaser Counsel shall thereupon be solely responsible for their supervision, daily direction relieved of all further obligations and control, provision released from all liability hereunder. (f) The provisions of employment benefits (if any) and payment this Section 10 shall survive any termination of salary (including all required withholding of taxes)this Agreement.

Duties & Responsibilities. The Company and the Purchasers acknowledge and agree for the benefit of Lead Investor Counsel (which shall be deemed to be a third party beneficiary of this Section 10) as follows: (a) Consultant hereby agrees to provide and perform Lead Investor Counsel: (i) is not responsible for the performance by the Company those services set forth or the Purchasers of this Agreement or any of the Transaction Documents or for determining or compelling compliance therewith; (ii) is only responsible for (A) holding the Escrow Amount in escrow pending receipt of written instructions from the Company and the Lead Investor directing the release of the Escrow Amount, and (B) disbursing the Escrow Amount in accordance with the written instructions from the Company and the Lead Investor, each of the responsibilities of Lead Investor Counsel in clause (A) and (B) is ministerial in nature, and no implied duties or obligations of any kind shall be read into this Agreement against or on Exhibit A attached heretothe part of Lead Investor Counsel (collectively, the “Lead Investor Counsel Duties”); (iii) shall not be obligated to take any legal or other action hereunder which might in its judgment involve or cause it to incur any expense or liability unless it shall have been furnished with indemnification acceptable to it, in its sole discretion; (iv) may rely on and shall be protected in acting or refraining from acting upon any written notice, instruction (including, without limitation, wire transfer instructions, whether incorporated herein or provided in a separate written instruction), instrument, statement, certificate, request or other document furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper Person, and shall have no responsibility for making inquiry as to, or for determining, the genuineness, accuracy or validity thereof, or of the authority of the Person signing or presenting the same; and (v) may consult counsel satisfactory to it, and the opinion or advice of such counsel in any instance shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the opinion or advice of such counsel. Consultant Documents and written materials referred to in this Section 11.2(a) include, without limitation, e-mail and other electronic transmissions capable of being printed, whether or not they are in fact printed; and any such e-mail or other electronic transmission may be deemed and treated by Lead Investor Counsel as having been signed or presented by a Person if it bears, as sender, the Person’s e-mail address. (b) Lead Investor Counsel shall devote its best efforts not be liable to anyone for any action taken or omitted to be taken by it hereunder, except in the case of Lead Investor Counsel’s gross negligence or willful misconduct in breach of the Lead Investor Counsel Duties. IN NO EVENT SHALL LEAD INVESTOR COUNSEL BE LIABLE FOR INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGE OR LOSS (INCLUDING BUT NOT LIMITED TO LOST PROFITS) WHATSOEVER, EVEN IF LEAD INVESTOR COUNSEL HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. (c) The Company and the Purchasers hereby indemnify and hold harmless Lead Investor Counsel from and against any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which Lead Investor Counsel may suffer or incur by reason of any action, claim or proceeding brought against Lead Investor Counsel arising out of or relating to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devoteLead Investor Counsel Duties, unless otherwise requested in writing by such action, claim or proceeding is exclusively the Company, (a minimum of at least 20 hours of service per week/or assign a minimum of one individual to provide services to the Company). (b) Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge result of the Company's researchwillful misconduct, development and services to fulfill Consultant's obligations hereunder. Any Agent bad faith or gross negligence of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within 3 days after receipt of notice from the Company of its desire to have such Agent replaced. (c) Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be performed hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the CompanyLead Investor Counsel. (d) Consultant Lead Investor Counsel shall obtain have the right at any time to resign for any reason and be discharged of its duties as escrow agent hereunder (including without limitation the benefit Lead Investor Counsel Duties) by giving written notice of its resignation to the Company, as an intended third party beneficiary thereof, Company and the Lead Investor at least ten (10) calendar days prior to the performance specified effective date of any services hereunder by any such resignation. All obligations of the AgentsLead Investor Counsel hereunder shall cease and terminate on the effective date of its resignation and its sole responsibility thereafter shall be to hold the Escrow Amount, for a period of ten (10) calendar days following the effective date of resignation, at which time, (i) if a successor escrow agent shall have been appointed and have accepted such appointment in a writing to both the Company and the Lead Investor, then upon written notice thereof given to each of the Purchasers, the written agreement of Agent Lead Investor Counsel shall deliver the Escrow Amount to be bound by terms no less restrictive than the terms of Sections 2(c), 5(a), 6successor escrow agent, and 7 upon such delivery, Lead Investor Counsel shall have no further liability or obligation; or (ii) if a successor escrow agent shall not have been appointed, for any reason whatsoever, Lead Investor Counsel shall at its option in its sole discretion, either (A) deliver the Escrow Amount to a court of this Agreementcompetent jurisdiction selected by Lead Investor Counsel and give written notice thereof to the Company and the Purchasers, or (B) continue to hold Escrow Amount in escrow pending written direction from the Company and the Lead Investor in form and formality satisfactory to Lead Investor Counsel. (e) Personnel supplied In the event that the Lead Investor Counsel shall be uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Escrow Amount or any portion thereunder which, in its sole discretion, are in conflict either with other instructions received by Consultant it or with any provision of this Agreement, Lead Investor Counsel shall have the absolute right to provide services to Company suspend all further performance under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility (except for the actions safekeeping of such personnel while performing services pursuant Escrow Amount) until such uncertainty or conflicting instructions have been resolved to the Lead Investor Counsel’s sole satisfaction by final judgment of a court of competent jurisdiction, joint written instructions from the Company and all of the Purchasers, or otherwise. In the event that any controversy arises between the Company and one or more of the Purchasers or any other party with respect to this AgreementAgreement or the Escrow Amount, the Lead Investor Counsel shall not be required to determine the proper resolution of such controversy or the proper disposition of the Escrow Amount, and shall have the absolute right, in its sole discretion, to deposit the Escrow Amount with the clerk of a court selected by the Lead Investor Counsel and file a suit in interpleader in that court and obtain an order from that court requiring all parties involved to litigate in that court their respective claims arising out of or in connection with the Escrow Amount. Upon the deposit by the Lead Investor Counsel of the Escrow Amount with the clerk of such court in accordance with this provision, the Lead Investor Counsel shall thereupon be solely responsible for their supervision, daily direction relieved of all further obligations and control, provision released from all liability hereunder. (f) The provisions of employment benefits (if any) and payment this Section 10 shall survive any termination of salary (including all required withholding of taxes)this Agreement.

Duties & Responsibilities. (a) Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance Whilst in employment of the services and Company, you: • shall use your best abilities on a full-time basis to such other services as may be reasonably requested by perform the Company and hereby agrees employment duties assigned to devoteyou, unless otherwise requested in writing at locations designated by the Company, (a minimum of at least 20 hours of service per week/or assign a minimum of one individual including customer offices. • agree to provide services to comply with the Company). ’s decision should it consider it necessary or appropriate to change your job title, reporting relationships, job duties and responsibilities, the legal entity that employs you and the jurisdiction where you are expected to perform your duties (bdespite location of your residence) Consultant on the basis of your performance or the Company’s business requirements. Any such change shall use its best efforts not be deemed to furnish competent Agents possessing a sufficient working knowledge violate the terms of the Agreement or constitute any basis for constructive or involuntary termination of employment, provided that the compensation payable to you is not reduced. • shall not carry on any business or offer your services for any part of your time or be employed in any other Company or person or on your own, whether for gain or otherwise, directly or indirectly, without the prior written consent of the Company's research, development . You will devote your entire time and services attention at work to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in your duties to promote and further the sole opinion interests and business of the Company. Should you receive written consent under this Clause to conduct any such external activity, is unable to adequately perform any services hereunder you shall be replaced by Consultant within 3 days after receipt not utilize the assets, resources and time of notice from the Company for such external activities. • shall not accept / take any presents, commissions or any kind of its desire gratification in cash or kind nor lend to have such Agent replaced. (c) Consultant shall use its best efforts to comply with/ borrow from any person, party, firm or concern having dealings with the Company without the prior written approval of the management, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be performed hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement in compliance of the provision of services for the Company. (d) Consultant shall obtain for the benefit then applicable policies of the CompanyCompany in this regard, other than as an intended third party beneficiary may be expressly permitted under the People & Culture Policies (including the Morningstar Code of Ethics). • shall not, either on behalf of the Company or in the pretext thereof, prior to offer any government officer any consideration for the performance of any services hereunder by any of assessment or decision that may be favourable to the AgentsCompany, the written agreement of Agent to be bound by terms no less restrictive other than the terms of Sections 2(c)legally acceptable, 5(a), 6, official and 7 of this Agreement. (e) Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Companyapproved consideration. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be • are solely responsible for their supervisiondeclarations and implications arising thereof for all personal income-tax purposes. • shall, daily direction at all times, be subject to and controlbound by the policies, provision rules and regulations of employment benefits (if any) and payment the Company as may be updated from time to time unilaterally by the Company or as may be brought to your notice by the Company. • shall not have the right or the authority to make any representation, contract or commitment for or on behalf of salary (including all required withholding the Company without obtaining the prior written permission of taxes)the Company in this regard. You shall have no authority, implied or otherwise, to pledge the credit of the Company. In the event the Company is held liable for any damage, loss, claim or action arising directly or indirectly from any action of yours in violation of this Clause, you shall indemnify the Company to the maximum extent permissible under the laws for the time being in force in India.

Duties & Responsibilities. (a) Consultant hereby During the Employment Term, Executive agrees to provide devote his entire business time, attention and perform for energies to the business of the Company those services set forth on Exhibit A attached hereto. Consultant shall devote and its best efforts to subsidiaries; provided however that Executive may engage in other activities that do not conflict with or interfere with the performance of his duties and responsibilities hereunder including without limitation (i) investing his assets or funds, so long as the services and to business of any such other services as may entity in which he shall make his investments shall not be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by direct competition with that of the Company, except that Executive may invest in an entity in competition with the Company if its stock is listed for trading on a national stock exchange or traded in the over-the-counter market and Executive’s holdings represent less than 5% of its outstanding stock; or (ii) acting as a minimum director, trustee, officer or upon a committee of at least 20 hours of service per week/any other firm, trust or assign a minimum of one individual to provide corporation if such positions do not unreasonably interfere with the services to be rendered by Executive hereunder and, as to future outside Board memberships, the Executive obtains the consent of the Company)’s Board of Directors or the Company’s Nominating/Corporate Governance Committee; or (iii) being involved in educational, civic or charitable activities which do not unreasonably interfere with the services to be rendered by Executive hereunder. During the Employment Term, the Executive shall, if elected or appointed, serve as a director of the Company. (b) Consultant As CEO, Executive shall use its best efforts report solely and directly to furnish competent Agents possessing a sufficient working knowledge the Board. The Executive shall at all times be the most senior executive of the Company's research. He shall have such senior executive powers, development duties, authorities and services to fulfill Consultant's obligations hereunder. Any Agent responsibilities as are consistent with Executive’s position and title and as have been historically performed by Executive, including acting as chairman of Consultant whoany meeting of the Board (unless an independent Chairman of the Board is elected and except for meetings of the Board’s independent Directors), in supervising financing, acquisitions and similar transactions and strategic planning for the sole opinion Company consistent with his title and position, supervising the chief operating officer of the Company and directly or indirectly all other employees of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within 3 days after receipt of notice from the Company of its desire to have such Agent replaced. (c) Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, managing all policies and practices regarding the use of facilities at which services are to be performed hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. (d) Consultant shall obtain for the benefit activities of the Company, as an intended third party beneficiary thereofincluding without limitation, prior organizational structure and non-officer compensation. Without limitation on the foregoing, Executive shall have (i) complete senior management authority and responsibility with respect to the performance of any services hereunder by any management and operations of the AgentsCompany and its business, including implementation of the written agreement business strategy of Agent the Company consistent with long-term strategy and policies approved by the Board, (ii) authority on behalf of the Company to be bound by terms no less restrictive employ and terminate employment of all Company personnel (other than the terms authority to terminate the employment of Sections 2(cthe CFO or General Counsel or any Internal Auditor without Board or relevant Committee approval), 5(a), 6, and 7 (iii) authority to execute contracts on behalf of this Agreementthe Company in the discharge of his duties and responsibilities. (e) Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes).