Employees and Contractors Clause Samples
The "Employees and Contractors" clause defines the distinction and relationship between individuals engaged by a company as employees versus those engaged as independent contractors. It typically outlines the criteria used to classify workers, such as the nature of their work, level of control, and benefits eligibility, and may specify that contractors are responsible for their own taxes and benefits. This clause helps prevent misclassification, clarifies legal obligations, and ensures both parties understand their rights and responsibilities under the agreement.
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Employees and Contractors. The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties:
i.) To hold any third-party proprietary information received by such Employees in the strictest confidence;
ii.) Not to disclose such third-party Confidential Information to any other third party; and
iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the Charter Holder or the School is an officer, employee, or agent of the Arizona State Board for Charter Schools or the State of Arizona.
Employees and Contractors. The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the hours of labor and the compensation for services performed shall be determined by Operator, and all such employees or contractors shall be the employees or contractors of Operator.
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the School is an officer, employee, or agent of the Commission or the Department.
Employees and Contractors. (a) Parent shall ensure that the Continuing Employees shall receive the benefits set forth in Schedule 5.10(a) of the Company Disclosure Letter for the period of time described therein.
(b) Except to the extent necessary to avoid the duplication of benefits, Parent shall, and shall cause the Surviving Corporation and its other Affiliates to recognize the service of each Continuing Employee with the Company or its Affiliates before the Effective Time (to the same extent recognized by the Company or its Affiliates immediately prior to the Effective Time) as if such service had been performed with Parent or its Affiliates under the terms of plans of Parent or any of its Affiliates. For the avoidance of doubt, the recognition of service under this Section 5.10(b) shall apply to eligibility and vesting and level of benefit and benefit accrual under all employee benefit plans or arrangements maintained by the Parent or its Affiliates (including vacation and severance plans) that such employees may be eligible to participate in after the Effective Time, but shall not apply for purposes of benefit accrual under a defined benefit plan.
(c) With respect to any welfare plan maintained by Parent or its Affiliates in which Continuing Employees are eligible to participate after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its other Affiliates, to the extent permitted by the relevant welfare plan, and consistent with such plans’ application to similarly situated employees of Parent or its Affiliates who are not Continuing Employees, to waive all limitations as to waiting periods, actively-at-work requirements, evidence of insurability requirements, preexisting conditions and other exclusions with respect to participation and coverage requirements applicable to such employees (and their spouses, domestic partners and dependents) to the extent such conditions and exclusions were satisfied or did not apply to such employees (or their spouses, domestic partners or dependents) under the welfare plans maintained by the Company or its Affiliates prior to the Effective Time.
(d) Notwithstanding anything to the contrary in the foregoing provisions of this Section 5.10, the provisions of Section 5.10 shall apply only with respect to Continuing Employees (and their dependents and beneficiaries) who are covered under Company Employee Plans that are maintained primarily for the benefit of employees employed in the United States (including Continuing...
Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, Acquirer shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”).
(b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to ...
Employees and Contractors. Operator shall select employees and contractors and determine their number, hours of labor, and compensation. The employees shall be employees of Operator.
Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations and who is or was involved in the creation or development of any Company Product or Company IP has signed an enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation and confidentiality provisions protecting the Company IP. No current or former shareholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No employee of any of the Acquired Corporations is (a) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired Corporations.
Employees and Contractors. If you are engaged, employed or contracted to organize a Record Attempt on behalf of an individual, company, organisation or group of people, you must have each persons’ consent (by way of your own separate agreement) to enter into, and accept this Agreement.
Employees and Contractors. (a) Except as set forth on Schedule 3.7(a) of the Disclosure Schedule, since the Lookback Date, there have been no Actions, grievances, or controversies pending, threatened in writing or, to Seller’s Knowledge, otherwise threatened against, involving any Identified Employee or otherwise involving any employment matters. To Seller’s Knowledge, none of the Identified Employees have been accused of sexual harassment or sexual misconduct by any employee or independent contractor, nor are any such accusations pending. Seller has not settled any sexual harassment or sexual misconduct Actions with respect to any Identified Employee since the Lookback Date and there are no such settlements pending. To the extent required by applicable Law, Seller has established and distributed to all Identified Employees a policy against harassment, discrimination, and retaliation, has implemented compliant procedures, and has required all Identified Employees to undergo anti-harassment training.
(b) Schedule 3.7(b) of the Disclosure Schedule lists each Business Employee’s (i) name; (ii) employer entity; (iii) duration of employment with such employer entity; (iv) annual salary; (v) hourly wage for non-exempt employees; (vi) exempt or non-exempt classification for overtime purposes; (vii) any other compensation, allowances, or incentives and other individual terms of employment; (viii) current position as well as whether he or she is currently on a disability or other leave or has been so for more than two (2) weeks during the past twelve (12) months; (ix) vacation accrual rate; (x) accrued but unused vacation, expressed both in terms of the number of days and the dollar value of such days; (xi) visa type (if any); (xii) at-will status or length of notice period required in order to terminate his or her employment (taking into account requirements set out in Law and/or collective agreements); and (xiii) location (city, state, country). Except as set forth in Schedule 3.7(b) of the Disclosure Schedule, no Business Employee is entitled (whether by Law, Contract or otherwise) to any benefits, entitlement or compensation, and Seller has not made any promises or commitments to any of its current or former Business Employees, whether in writing or not, with respect to any future changes or additions to their compensation or benefits. Seller has made available to Purchaser copies of all employee manuals, handbooks and policy statements in effect as of the date of this Agreement and rela...