OBLIGATIONS AND ACTIVITIES OF CONTRACTOR AS BUSINESS ASSOCIATE 1. CONTRACTOR agrees not to use or further disclose PHI COUNTY discloses to CONTRACTOR other than as permitted or required by this Business Associate Contract or as required by law. 2. XXXXXXXXXX agrees to use appropriate safeguards, as provided for in this Business Associate Contract and the Agreement, to prevent use or disclosure of PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY other than as provided for by this Business Associate Contract. 3. XXXXXXXXXX agrees to comply with the HIPAA Security Rule at Subpart C of 45 CFR Part 164 with respect to electronic PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY. 4. CONTRACTOR agrees to mitigate, to the extent practicable, any harmful effect that is known to CONTRACTOR of a Use or Disclosure of PHI by CONTRACTOR in violation of the requirements of this Business Associate Contract. 5. XXXXXXXXXX agrees to report to COUNTY immediately any Use or Disclosure of PHI not provided for by this Business Associate Contract of which CONTRACTOR becomes aware. CONTRACTOR must report Breaches of Unsecured PHI in accordance with Paragraph E below and as required by 45 CFR § 164.410. 6. CONTRACTOR agrees to ensure that any Subcontractors that create, receive, maintain, or transmit PHI on behalf of CONTRACTOR agree to the same restrictions and conditions that apply through this Business Associate Contract to CONTRACTOR with respect to such information. 7. CONTRACTOR agrees to provide access, within fifteen (15) calendar days of receipt of a written request by COUNTY, to PHI in a Designated Record Set, to COUNTY or, as directed by COUNTY, to an Individual in order to meet the requirements under 45 CFR § 164.524. If CONTRACTOR maintains an Electronic Health Record with PHI, and an individual requests a copy of such information in an electronic format, CONTRACTOR shall provide such information in an electronic format. 8. CONTRACTOR agrees to make any amendment(s) to PHI in a Designated Record Set that COUNTY directs or agrees to pursuant to 45 CFR § 164.526 at the request of COUNTY or an Individual, within thirty (30) calendar days of receipt of said request by COUNTY. XXXXXXXXXX agrees to notify COUNTY in writing no later than ten (10) calendar days after said amendment is completed. 9. CONTRACTOR agrees to make internal practices, books, and records, including policies and procedures, relating to the use and disclosure of PHI received from, or created or received by CONTRACTOR on behalf of, COUNTY available to COUNTY and the Secretary in a time and manner as determined by COUNTY or as designated by the Secretary for purposes of the Secretary determining COUNTY’S compliance with the HIPAA Privacy Rule. 10. CONTRACTOR agrees to document any Disclosures of PHI COUNTY discloses to CONTRACTOR or CONTRACTOR creates, receives, maintains, or transmits on behalf of COUNTY, and to make information related to such Disclosures available as would be required for COUNTY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528. 11. CONTRACTOR agrees to provide COUNTY or an Individual, as directed by COUNTY, in a time and manner to be determined by COUNTY, that information collected in accordance with the Agreement, in order to permit COUNTY to respond to a request by an Individual for an accounting of Disclosures of PHI in accordance with 45 CFR § 164.528. 12. XXXXXXXXXX agrees that to the extent CONTRACTOR carries out COUNTY’s obligation under the HIPAA Privacy and/or Security rules CONTRACTOR will comply with the requirements of 45 CFR Part 164 that apply to COUNTY in the performance of such obligation. 13. If CONTRACTOR receives Social Security data from COUNTY provided to COUNTY by a state agency, upon request by COUNTY, CONTRACTOR shall provide COUNTY with a list of all employees, subcontractors and agents who have access to the Social Security data, including employees, agents, subcontractors and agents of its subcontractors. 14. CONTRACTOR will notify COUNTY if CONTRACTOR is named as a defendant in a criminal proceeding for a violation of HIPAA. COUNTY may terminate the Agreement, if CONTRACTOR is found guilty of a criminal violation in connection with HIPAA. COUNTY may terminate the Agreement, if a finding or stipulation that CONTRACTOR has violated any standard or requirement of the privacy or security provisions of HIPAA, or other security or privacy laws are made in any administrative or civil proceeding in which CONTRACTOR is a party or has been joined. COUNTY will consider the nature and seriousness of the violation in deciding whether or not to terminate the Agreement.
Customers (a) Not later than sixty (60) calendar days following the date hereof (except as otherwise required by applicable law): (i) Seller will notify the holders of Deposits to be transferred on the Closing Date that, subject to the terms and conditions of this Agreement, Purchaser will be assuming liability for such Deposits; and (ii) each of Seller and Purchaser shall provide, or join in providing where appropriate, all notices to customers of the Branches and other Persons that either Seller or Purchaser, as the case may be, is required to give under applicable law or the terms of any agreement between Seller and any customer in connection with the transactions contemplated hereby, or, to the extent permitted by applicable law and the terms of any agreement between Seller and any customer, will further an efficient transition of the Deposit and Loan relationships to Purchaser; provided that Seller and Purchaser agree that any joint notices shall not include any dual-branded letters but instead shall include individual bank inserts for each of Seller and Purchaser. A party proposing to send or publish any notice or communication pursuant to this Section 4.2 shall furnish to the other party a copy of the proposed form of such notice or communication at least five (5) Business Days in advance of the proposed date of the first mailing, posting, or other dissemination thereof to customers, and shall not unreasonably refuse to amend such notice to incorporate any changes that the other such party proposes as necessary to comply with applicable law. Seller shall have the right to add customer transition information to any customer notifications to be sent by Purchaser pursuant to this Section 4.2 and such information may, at Seller’s option, be included either directly in Purchaser’s notification or in an additional insert that shall accompany the applicable Purchaser notification. Any customer notifications sent by Purchaser pursuant to this Section 4.2 shall only include the last four digits of any account number of Seller. All costs and expenses of any notice or communication sent or published by Purchaser or Seller shall be the responsibility of the party sending such notice or communication and all costs and expenses of any joint notice or communication shall be shared equally by Seller and Purchaser. As soon as reasonably practicable and in any event within forty five (45) calendar days after the date hereof, Seller shall provide to Purchaser a report of the names and addresses of the owners of the Deposits, the borrowers on the Loans and the lessees of the safe deposit boxes as of a recent date hereof in connection with the mailing of such materials and Seller shall provide updates to such report at reasonable intervals thereafter upon the reasonable request of Purchaser from time to time. No communications by Purchaser, and no communications by Seller outside the ordinary course of business, to any such owners, borrowers, customers or lessees as such shall be made prior to the Closing Date except as provided in this Agreement or otherwise agreed to by the parties in writing, not to be unreasonably withheld in the case of communications compliant with applicable law and agreements between Seller and such owners, borrowers, customers or lessees that are appropriate to further an efficient transition of Deposit and Loan relationships to Purchaser. (b) Following the giving of any notice described in Section 4.2(a), Purchaser and Seller shall deliver to each new customer at any of the Branches such notice or notices as may be reasonably necessary to notify such new customers of Purchaser’s pending assumption of liability for the Deposits and to comply with applicable law. (c) Neither Purchaser nor Seller shall object to the use, by depositors of the Deposits, of payment orders or cashier’s checks issued to or ordered by such depositors on or prior to the Closing Date, which payment orders bear the name, or any logo, trademark, service xxxx or the proprietary xxxx of Seller or any of its respective Affiliates. (d) Purchaser shall notify Deposit account customers and Loan account customers that, upon the expiration of a post-Closing processing period, which shall be sixty (60) calendar days after the Closing Date, any Items that are drawn on Seller shall not thereafter be honored by Seller. Such notice shall be given by delivering written instructions to such effect to such Deposit account customers and Loan account customers in accordance with this Section 4.2.
Customer Focus Is dedicated to meeting the expectations and requirements of internal and external customers; gets first hand customer information and uses it for improvements in products and services; acts with customers in mind; establishes and maintains effective relationships with customers and gains their trust and respect Integrity and Trust Is widely trusted; is seen as a direct, truthful individual; can present the unvarnished truth in an appropriate and helpful manner; keeps confidences; admits mistakes; doesn’t misrepresent him/herself for personal gain. Drive For Results Can be counted on to exceed goals successfully; Is constantly and consistently one of the top performers; very bottom line oriented; steadfastly pushes self and others for results. Decision Quality Makes good decisions (without considering how much time it takes) based upon a mixture of analysis, wisdom, experience, and judgment; most of his/her solutions and suggestions turn out to be correct and accurate when judged over time; sought out by others for advice and solutions. Managing & Measuring Work Clearly assigns responsibility for tasks and decisions; sets clear objectives and measures; monitors process, progress, and results; designs feedback loops into work. Organisational Agility Knowledgeable about how organizations work; knows how to get things done both through formal channels and the informal network; understands the origin and reasoning behind key policies, practices, and procedures; understands the cultures of organizations. Interpersonal Savvy Relates well to all kinds of people – up, down, and sideways, inside and outside the organisation; builds appropriate rapport; builds constructive and effective relationships; uses diplomacy and tact; can defuse even high-tension situations comfortably. Motivating Others Creates a climate in which people want to do their best; can motivate many kinds of direct reports and team or project members; can assess each person and get the best out of him/her; pushes tasks and decisions down; empowers others; invites input from each person and shares ownership and visibility; makes each individual feel his/her work is important; is someone people like working for and with. • Directors of Nursing • Patients, families and whānau • Clinical Nurse Specialists • LMC Access Holders • Integrated Operations Centre • Other service providers (DHBs, NGOs, PHO) • Clinical Directors/Clinical Leaders • Health and Welfare Agencies • Service Managers • Relevant Support Groups • Other Charge Nurse Managers/Charge Midwife Managers/Unit Managers • University of Otago School of Medicine, Otago and Southland Polytechnics • Practice Development Unit staff • Professional Colleges and Registration Bodies • Clinical and Corporate support staff • SDHB wide staff The expertise required for a person to be fully competent in the role. Position specific competencies: ESSENTIAL DESIRABLE Education and Qualifications (or equivalent level of learning) • Registered Nurse/Midwife. • Holds a current practising certificate. • Holds a current portfolio (PDRP/QLP) or equivalent appropriate to the role. • Post-graduate diploma or degree in a relevant field. • Experience • Nursing leadership experience. • A history of a collaborative team approach. • Proven clinical credibility. • Extensive experience in the health sector. • Extensive experience of clinical quality and safety, best practice. • • Critical consumer of research and embraces evidenced based practice when carrying out tasks/functions. Knowledge and Skills • Strong clinical leadership and management skills. • Extensive knowledge of the health sector. • Extensive knowledge of clinical quality and safety, best practice. • Excellent group facilitation skills. • Advanced communication techniques such as conflict resolution, diffusion and mediation skills. • Knowledge of and demonstrated use of adult teaching and learning principles. • Personal Qualities • Commitment and personal accountability. • Excellent interpersonal skills, including ability to work effectively with people at all levels of the organisation. • Acts with discretion, sensitivity and integrity at all times. • Is adaptable and flexible – open to change (positive or negative). • Innovative and flexible with a positive problem solving approach in all situations. • Maintains an exceptionally high level of confidentiality. • Forward thinker, flexible, courteous, self-motivated. • Committed to continuous quality improvement. • Ability to liaise and network at all levels. • A reasonable level of fitness is required to cope with the demanding physical requirements of the job. The following denote the key physical requirements for the position: standing, walking, bending, sitting, stairs, simple grasping, fine manipulation, operating machinery/equipment, lifting, overhead reaching, carrying, pushing/pulling, twisting, climbing/balancing, crouching/squatting, manual handling of people, other reaching, and ability to participate in personal restraint if required. Clinical Leadership Xxxxxx a culture that strives for excellence in clinical service provision within allocated resources. • Promote excellence in clinical service provision through the sharing of new knowledge, ideas, and research. • Encourage innovation and practice initiatives that enhance clinical care or service provision. • Maintain a high standard of clinical expertise within the xxxx/unit. • Xxxxxx the development of a cohesive team which works collaboratively to achieve optimal patient/ service outcomes. • Be active and visible within the team, motivating and actively praising/valuing staff endeavours, and acknowledging patient satisfaction and good clinical care. • Promote patient/client centred care that incorporates a strong customer service philosophy through effective and positive interactions with patients/ clients, staff, visitors and other agencies. • Ensure clinical practice is provided within accepted professional standards, codes, policies and relevant legislation. • Ensure Treaty of Waitangi principles and Tikaka best practice guidelines are fully integrated into practice. • Encourage a culture of continuous learning, positive critique of the status quo and use of evidence based practice. • Ensure there is adequate leadership and principles of direction and delegation are adhered to by all staff. Service Planning and Delivery Lead and manage wards/units to provide efficient and effective services. Participate in and lead where relevant, xxxx/ unit service planning. • Lead and manage respective wards/units/services in accordance with operational plans and budgets. • Ensure a consumer/patient service focus is adopted and maintained at all xxxx/unit/service team level. • Implement Southern District Health Board wide policies and processes. • Ensure service delivery complies with Health and Disability sector standards and relevant legislation. • Actively participate in the preparation of service activity plans. • In conjunction with the Associate Director of Nursing/ Director of Nursing/Service Manager ensure service planning and delivery complies with Ministry of Health elective service performance indicator standards (where applicable). • Ensure adherence to the SDHB delegations of authority. • Effectively utilise Southern District Health Board information systems and data to enable xxxx/unit/ service patient care management and human resource utilisation activities. • Identify, lead and manage projects to improve xxxx/ unit/service efficiency and effectiveness. • Lead the team to effectively ensure discharge processes are robust and support the needs of the service, including timeliness, and staff responsibility in efficient discharge planning. • Build and maintain effective relationships and communication mechanisms with staff, associated clinical and support services, and external agencies as applicable. • Develop and implement audit care pathways in conjunction with clinical staff. • Ensure integrated care plans are utilised in clinical service delivery. • Facilitate and champion the integration of the SDHB Team based model of nursing practice. • Monitor xxxx/unit/service performance against key performance indicator targets, identifying and implementing corrective actions as and if required in conjunction with the Associate Director of Nursing/ Director of Nursing/Service Manager. • Prepare accurate monthly management reports for the xxxx/unit including variance analysis of key performance indicators, balanced scorecard and financial management variances together with corrective actions. • Prepare business cases and/or reports as requested/ required by the Associate Director of Nursing/Director of Nursing/ Service Manager. Staff Management and Planning Ensure the service/s is/are appropriately staffed. Best practice human resource standards are met. Effectively lead and manage assigned staff in order to develop and maintain a cohesive and productive team. Ensure effective communication within service. • Lead by example acting as a positive, motivating and inspiring role model for all staff. • Model sound Human Resource practice and, facilitate coaching and performance development for staff, in consultation with Human Resources and the Associate Director of Nursing/Director of Nursing/Service Manager; facilitate change management as appropriate. • Ensure effective recruitment, orientation, preceptorship, rostering and administration of staff in accordance with Southern District Health Board policies. • Develop a comprehensive staffing plan for staff directly reporting to the CNM/MM that recognises potential shortcomings and identifies strategies to address gaps both short and long term. • Ensure professional staff practice with a current annual practising certificate and logs in the appropriate reporting system. • Ensure rosters are developed in accordance with approved core roster resource levels and SDHB Rostering Standards and budgets. • Ensure appropriately budgeted training and development plans are in place for all staff. In conjunction with the ACN/CNS/Practice Development • Develop communication mechanisms that facilitate effective and timely communication within and across the xxxx/s and/or unit/s. • Proactively plan and implement appropriate staffing aligned with variations in patient/staff activity, e.g. winter, Christmas, school holidays. • Ensure timely staff appraisal and feedback structures are in place. With staff, identify professional development plans aligned to SDHB and service priorities. • Proactively deal with staff conflict and performance issues. • Ensure effective strategies are in place to resolve issues. • Maximise opportunities to create a harmonious working environment. Show positive leadership and seek feedback. • Manage employee leave to ensure service demands are matched with the legal requirements for staff to take leave. • Ensure accuracy and timeliness in rostering and payroll transactions in compliance with OneStaff (staff management system) and the SDHB Rostering Standards Unit Nurse Educator, and ensure in-service training and education is carried out to maintain quality of service. • Promote and facilitate nursing staff participation in the PDRP (Professional Development Recognition Programme). • Ensure all staff have an up to date annual leave management plan at all times. Financial Management Work within budgets for the financial year, and work in collaboration with the Associate Director of Nursing/Director of Nursing/Service Manager to develop risk mitigation strategies for unexpected expenditure. Participate in developing and managing annual and three year capital expenditure plan. • Report to the Associate Director of Nursing/Director of Nursing/Service Manager on a monthly basis, financial performance including variations and corrective actions. • Work closely with Analyst to understand variances and operationalise mitigating strategies. • Participate in annual budgeting process with Associate Director of Nursing/Director of Nursing/Service Manager and Analyst. Report to the Associate Director of Nursing/Director of Nursing/Service Manager on a monthly basis, financial performance including variations and corrective actions. • Work closely with Analyst to understand variances and operationalise mitigating strategies. • Participate in annual budgeting process with Associate Director of Nursing/Director of Nursing/Service Manager and Analyst. • Manage capital expenditure within annual capital expenditure plans, and in accordance with SDHB policies and procedures. • Proactively engage with staff to identify ideas and action plans for xxxx/unit efficiency improvements and cost reduction initiatives. Quality and Risk Management Manage xxxx/unit quality and risk programmes. Lead and manage certification and accreditation within xxxx/unit. Xxxxxx a quality improvement culture. • Lead, administer and facilitate staff involvement in xxxx/unit quality and risk programmes and action plans, and participate in service wide programmes, in accordance with Southern District Health Board policy. • Lead and manage service level health and safety programmes including audit of hazards and routine reporting of incidents and accidents. • Investigate complaints, incidents and other matters in a timely manner, reporting outcomes as required • Ensure compliance including: all relevant standards and legislation, health safety, professional regulations, and equipment. • Manage xxxx/unit balanced scorecard and report and manage variations. • Lead the xxxx/unit incident reporting and investigation processes, within SDHB policies and procedures. • Support and demonstrate the philosophy and practice of a service and organisational wide systems approach to service and operational processes. including development of action plans to facilitate xxxx/unit/ service development. • Proactively develop new xxxx/unit/service policies and protocols in conjunction with members of the team. • Maintain professional and organisational quality standards. • Ensure delivered work is planned, delivered, and implemented consistently against quality standards. • Continuously identify improvement opportunities to perform job in most effective manner. • Investigate opportunities to achieve goals in a more efficient way. • Lead and support the implementation of the Releasing Time to Care programme for the xxxx/unit/ service. • Performance is in alignment with HR quality audit standards, organisational requirements, and professional standards. • Lead the roll out and continual update of visual management boards for the xxxx/unit/service which displays key elements of performance for staff and patients. Strategic Management Contribute and lead xxxx/unit operational and clinical projects. Lead in the process of change and instil a continuous quality improvement culture. • Maintain knowledge of current and emerging strategic priorities for the relevant service grouping specialties. • Lead assigned projects that are of strategic xxxx/unit & service priority, ensuring their effective completion within assigned timeframes and resources. • Build a collective vision for the xxxx/unit to allow staff to have a clear understanding of their role in service provision. • Use Balanced Scorecard, incidents, complaints and other KPIs to inform xxxx/unit development and improvement opportunities • Participates in SDHB wide projects as relevant to xxxx/unit/service. • Participate in focus groups/projects that advance issues and strategies for the organisation. • Provide cover for other CNM/CMM/UM within the service as required. • Act up as Associate Director of Nursing/Director of Nursing/Service Manager as required/requested. • Participate collectively with other CNM/CMM to provide a collaborative approach to provide clinical service provision. • Plan and manage own work to achieve desired results on time, within budget and to required standard. • Act as a role model for the SDHB organisational values.
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
Agreements with Employees and Subcontractors Grantee shall have written, binding agreements with its employees and subcontractors that include provisions sufficient to give effect to and enable Grantee’s compliance with Grantee’s obligations under this Article VI, Intellectual Property.
Clients in this context, clients are people who are dependent upon the caring skills and services of the local authority, for example, the elderly, mentally infirm, those with mental or physical impairments. Clients in this context also include those whose needs are identified and catered for in settings such as schools and nurseries, that is, young children and school pupils dependent on the organisation for their educational and developmental welfare. Clients exclude internal authority customers (as in client departments) or external customers (for example, members of the public with planning applications), because neither are dependent on the local authority for their care and welfare. The exceptional needs of clients refer to those which are exceptionally demanding, not to those which are out of the ordinary.
Representations of Customer and Bank (a) Customer represents and warrants to Bank that: (i) it has full authority and power, and has obtained all necessary authorizations and consents, to deposit and control the Financial Assets and cash in the Accounts, to use Bank as its custodian in accordance with the terms of this Agreement and to incur indebtedness, pledge Financial Assets as contemplated by Section 4.3, and enter into foreign exchange transactions; and (ii) this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Bank may rely upon the above or the certification of such other facts as may be required to administer Bank's obligations hereunder. (b) Bank represents and warrants to Customer that this Agreement is its legal, valid and binding obligation, enforceable in accordance with its terms and it has full power and authority to enter into and has taken all necessary corporate action to authorize the execution of this Agreement. Customer may rely upon the above or the certification of such other facts as may be required to administer Customer's obligations hereunder.
Non-Solicitation of Customers and Suppliers Each Subject Party agrees that, during the Restricted Period, such Subject Party will not, without the prior written consent of Parent (which may be withheld in its sole discretion), individually or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of such Subject Party’s duties on behalf of the Covered Parties), directly or indirectly: (i) solicit, induce, encourage or otherwise cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv) solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor, agent or other service provider of a Covered Party at the time of such interference or disruption, for a purpose competitive with a Covered Party as it relates to the Business. For purposes of this Agreement, a “Covered Customer” shall mean any Person who is or was an actual customer or client (or prospective customer or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, (A) if the relevant time of determination is before the Termination Date, as of such date of determination or during the one (1) year period preceding such date and, (B) if the relevant time of determination is after the Termination Date, as of the Termination Date or during the one (1) year period preceding the Termination Date.
Use of Affiliated Companies and Subcontractors In connection with the services to be provided by Manager under this Agreement, Manager may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Manager, provided that Manager shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Manager or such parties.
Suppliers and Customers (a) The Company has adequate sources of supply for its business as currently conducted and as proposed to be conducted. The Company has good relationships with all of its material sources of supply of goods and services and does not anticipate any material problem with any such material sources of supply. (b) The Company has no knowledge that the customer base of the Company might materially decrease.