Evolving Nature of Relationship Sample Clauses

Evolving Nature of Relationship a) The Supplement and Schedules A through O to this Agreement will be updated by the Parties as necessary or appropriate during the Term to accurately reflect the evolution of the Services and components and elements of the Services as described therein. b) Following the Effective Date, ISSC and CHMS reserve the right to inventory, validate and update any information that is reflected in or omitted from the Agreement and attached Supplement and/or Schedules. If discrepancies are detected, the Agreement, Supplement and/or Schedules shall be promptly changed, modified, updated and adjusted to correct such discrepancies upon mutual agreement, so that the Agreement, Supplement and/or Schedules will be correct and accurately reflect the Services and charges provided by ISSC to CHMS. If either Party disputes the existence of a discrepancy identified by the other Party, the Parties will submit the matter to the CHMS/ISSC Management Committee and/or the Strategic Steering Committee for dispute resolution as specified in Section 15. c) Both CHMS and ISSC agree that the Services provided may require adjustments to reflect the evolving business and operations of CHMS and ISSC, that the relationship memorialized by this Agreement is dynamic in nature and will change as the operating and business environment of CHMS changes and evolves, and that it is impossible to define with specificity the scope of the Services that will be provided by ISSC during the Term. Therefore, the CHMS/ISSC Management Committee and the Strategic Steering Committee will periodically evaluate the business and operating strategies of each Party and recommend modifications to, and evolution of, the Services (including the Performance Standards and Minimum Service Levels) to optimize such strategies. d) While the Parties will endeavor to update, modify and amend this Agreement, the Supplement and the Schedules as necessary or appropriate from time to time to reflect the parameters and changing nature of the Services and the requirements of the CHMS Business, the Parties acknowledge that such activities may not always be documented with specificity. Therefore, the Parties agree to deal with each other in good faith to resolve all issues presented and any disputes that may arise.
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Evolving Nature of Relationship. (a) The Schedules to this Agreement will be updated by the Parties as set forth in this Agreement as necessary or appropriate during the Term to accurately reflect the evolution of the Services and components and elements of the Services as described therein and the development of the law applicable to the Services. (b) Company and Provider agree that the Services may require adjustments to reflect the developing business and operations of the Company Group and Provider, that the relationship memorialized by this Agreement is dynamic in nature and will evolve as the operating and business environment of the Company Group changes and evolves, and that the scope of the Services to be provided by Provider to the Company Group during the Term and corresponding fees charged by Provider may be changed and modified with the written agreement of the Parties pursuant to the Change Control Procedures. Therefore, the Company/Provider Executive Steering Committee will periodically evaluate the business and operating strategies of each Party and recommend modifications to, and evolution of, the Services (including the Service Levels) to optimize such strategies and determine the reasonable effect that any modifications of the Services may have on the fees chargeable by Provider under this Agreement, taking into account all relevant material facts and circumstances [***]*
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Evolving Nature of Relationship. In addition to the other provisions of the Agreement and applicable Service Agreement that set out the circumstances when Change Control and/or new a Service Agreement and/or Agreement amendment shall be required during the Term, Client and Service Provider agree that the Services may require adjustments to reflect the developing business and operations of the Client Group and Service Provider, that the relationship memorialized by this Agreement is dynamic in nature and will evolve as the operating and business environment of the Client Group changes and evolves, and that the scope of the Services to be provided by Service Provider to the Client Group during the Term and corresponding fees charged by Service Provider may be changed and modified with the written agreement of the Parties pursuant to Change Control. Therefore, the Client/Service Provider Executive Steering Committee will periodically evaluate the business and operating strategies of each Party and recommend modifications to, and evolution of, the Services (including the Service Levels) to optimize such strategies and determine the reasonable effect that any modifications of the Services may have on the fees chargeable by Service Provider under this Agreement, taking into account all relevant material facts and circumstances (including reasonable opportunities for [***]* to use its [***]* associated with such changes).
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Evolving Nature of Relationship. (a) The Schedules to this Agreement will be updated by mutual agreement of the Parties as set forth in this Agreement as necessary or appropriate during the Term to accurately reflect the evolution of the Services and components and elements of the Services as described therein. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Both Company and Provider agree that the Services provided will require adjustments to reflect the evolving business and operations of Company and Provider, that the relationship memorialized by this Agreement is dynamic in nature and will evolve as the operating and business environment of the Company changes and evolves, and that the scope of the Services to be provided by Provider to the Company during the Term and corresponding fees charged by Provider will need to be changed and modified with the written agreement of the Parties pursuant to the Contract Change Control Process. Therefore, the Executive Steering Committee will, not less frequently than every six months, recommend modifications to, and evolution of, the Services (including the Service Levels) and determine the reasonable effect that any modifications of the Services may have on the fees chargeable by Provider under this Agreement, taking into account all relevant material facts and circumstances (including reasonable opportunities for Provider to use its scale, leverage and expertise to mitigate costs associated with such changes). (c) The Parties will work together to identify, develop and implement mutually beneficial initiatives in accordance with the terms and conditions set forth in the Benefits Sharing Schedule.
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Evolving Nature of Relationship 
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Related to Evolving Nature of Relationship

  • Nature of Relationship The parties agree the relationship created by this Agreement is that of independent contractor. In performing all of the Services, Provider shall be, and at all times is, acting and performing as an independent contractor with District, and not as a partner, coventurer, agent, or employee of District, and nothing contained herein shall be construed to be inconsistent with this relationship or status. Provider is not granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of District or to bind the District in any manner. Except for any materials, procedures, or subject matter agreed upon between Provider and District, Provider shall have complete control over the manner and method of performing the Services. Provider understands and agrees to independent contractor status. Provider understands and agrees that the filing and acceptance of this Agreement creates a rebuttable presumption and that the Provider, officers, agents, employees, or subcontractors of Provider are not entitled to coverage under the California Workers’ Compensation Insurance laws, Unemployment Insurance, Health Insurance, Pension Plans, or any other benefits normally offered or conveyed to District employees. Provider will be responsible for payment of all Provider employee wages, payroll taxes, employee benefits, and any amounts due for federal and state income taxes and Social Security taxes. These taxes will not be withheld from payments under this agreement.

  • Appointment; Nature of Relationship Bank One, NA is hereby appointed by each of the Lenders as its contractual representative (herein referred to as the "Agent") hereunder and under each other Loan Document, and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative of such Lender with the rights and duties expressly set forth herein and in the other Loan Documents. The Agent agrees to act as such contractual representative upon the express conditions contained in this Article X. Notwithstanding the use of the defined term "Agent," it is expressly understood and agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the Agent is merely acting as the contractual representative of the Lenders with only those duties as are expressly set forth in this Agreement and the other Loan Documents. In its capacity as the Lenders' contractual representative, the Agent (i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) is a "representative" of the Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and (iii) is acting as an independent contractor, the rights and duties of which are limited to those expressly set forth in this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim against the Agent on any agency theory or any other theory of liability for breach of fiduciary duty, all of which claims each Lender hereby waives.

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • Nature of the Relationship Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship. The Company is agreeing only to provide Client with access to the Program, which provides education and information. The information contained in the Program, including any interactions with the instructors, is not intended as, and shall not be understood or construed as, professional advice.

  • Termination of Relationship If Optionee terminates Continuous Status as an Employee or Consultant for any reason, Optionee may exercise this Option during the Termination Period set out in the Notice of Grant, to the extent the Option was vested at the date of such termination. To the extent that Optionee was not vested in this Option at the date on which Optionee terminates Continuous Status as an Employee or Consultant, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

  • Commercial Relationship The Employee expressly acknowledges that the Employee’s participation in the Program and the Company’s grant of the Award does not constitute an employment relationship between the Employee and the Company. The Employee has been granted the Award as a consequence of the commercial relationship between the Company and the Company’s Subsidiary in Mexico that employs the Employee, and the Company’s Subsidiary in Mexico is the Employee’s sole employer. Based on the foregoing: (a) the Employee expressly acknowledges that the Program and the benefits derived from participation in the Program do not establish any rights between the Employee and the Subsidiary in Mexico that employs the Employee; (b) the Program and the benefits derived from participation in the Program are not part of the employment conditions and/or benefits provided by the Subsidiary in Mexico that employs the Employee; and (c) any modifications or amendments of the Program or benefits granted thereunder by the Company, or a termination of the Program by the Company, shall not constitute a change or impairment of the terms and conditions of the Employee’s employment with the Subsidiary in Mexico.

  • Consulting Relationship During the term of this Agreement, Consultant will provide consulting services to the Company as described on Exhibit A hereto (the “Services”). Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s best efforts to perform the Services such that the results are satisfactory to the Company.

  • Termination of Business Relationship If the Optionee's Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, no further installments of this option shall become exercisable, and this option shall terminate (and may no longer be exercised) after the passage of 90 days from the date the Business Relationship ceases, but in no event later than the scheduled expiration date. In such a case, the Optionee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • Reporting Relationship Executive shall report to the Company’s chief executive officer.

  • Subadviser’s Relationship Notwithstanding anything herein to the contrary, Subadviser shall be an independent contractor and will have no authority to act for or represent the Trust, the Fund or Manager in any way or otherwise be deemed an agent of any of them, except to the extent expressly authorized by this Agreement or in writing by the Trust or Manager.

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