Furnish Information to CONEXIS Sample Clauses

Furnish Information to CONEXIS. Client shall furnish to CONEXIS the information reasonably determined by CONEXIS to be necessary to fulfill its duties under this Agreement, including but not limited to, quarterly updates of employee/Participant headcount to the extent that such headcount is applicable for calculating Service Fees and such information shall be provided in a mutually agreeable format. Client shall furnish such headcount within 10 business days following the first business day of each calendar quarter with the corresponding increase/decrease applicable for that quarter. Client understands and acknowledges that CONEXIS will operate on the assumption that the information provided by Client or its authorized designee is accurate and complete and is not liable and will be indemnified and held harmless in accordance with Section 2.5 against Losses (as defined in Section 2.54.17.1 below) actually incurred by CONEXIS resulting from inaccurate and/or untimely information provided by Client or its authorized designee; provided, however, that if Client notifies CONEXIS that any information is inaccurate or incomplete and advises CONEXIS not to rely on such information or otherwise provides CONEXIS with additional information and CONEXIS fails to take any reasonable actions to mitigate Losses based on such notice or additional information, Client shall only be obligated to indemnify CONEXIS in accordance with Section 2.5 below to the extent such Losses could not have been reasonably prevented by CONEXIS. Client agrees that CONEXIS may assess a reasonable additional fee for costs, (e.g. postage and related labor costs) incurred by CONEXIS as reasonably necessary to take corrective action due to inaccurate and/or untimely information received from Client or its designee; provided, however, that CONEXIS obtains advanced written approval for costs in excess of $100.00 before incurring them.
Sample 1
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Related to Furnish Information to CONEXIS

  • Exclusions to Confidential Information For purposes of this Confidentiality Agreement, Confidential Information does not include information that:

  • Access to Confidential Information Each party acknowledges that the other party, its employees or agents, may be given access to Confidential Information relating to the other parties' business or the operation of this Agreement or any negotiations relating to this Agreement.

  • Exceptions to Confidential Information The obligations set forth in Section 13.1 (Confidential Information) shall not apply to the extent that Confidential Information includes information which is: (a) now or hereafter, through no unauthorized act or failure to act on the Receiving Party’s part, in the public domain; (b) was in the Receiving Party’s possession before receipt from the Disclosing Party and obtained from a source other than the Disclosing Party and other than through the prior relationship of the Disclosing Party and the Receiving Party before the Separation Date; (c) hereafter furnished to the Receiving Party by a third party as a matter of right and without restriction on disclosure; (d) furnished to others by the Disclosing Party without restriction on disclosure; or (e) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental, investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall: (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of the compelled disclosure and protecting its confidentiality.

  • Title to Confidential Information a) Transnet will retain all right, title and interest in and to its Confidential Information and Background Intellectual Property and the Supplier/Service Provider acknowledges that it has no claim of any nature in and to the Confidential Information and Background Intellectual Property that is proprietary to Transnet. For the avoidance of doubt all the Supplier/Service Provider’s Background Intellectual Property shall remain vested in the Supplier/Service Provider.

  • Release of Confidential Information No Party shall release or disclose Confidential Information to any other person, except to its Affiliates (limited by FERC Standards of Conduct requirements), subcontractors, employees, consultants, or to parties who may be considering providing financing to or equity participation with Developer, or to potential purchasers or assignees of a Party, on a need-to-know basis in connection with this Agreement, unless such person has first been advised of the confidentiality provisions of this Article 22 and has agreed to comply with such provisions. Notwithstanding the foregoing, a Party providing Confidential Information to any person shall remain primarily responsible for any release of Confidential Information in contravention of this Article 22.

  • Information to the Union 16-5.1 The Board shall make available to the Union upon request and with reasonable time to respond any reasonable information, statistics, and records which are relevant to negotiations, grievances, or necessary for the proper and legitimate enforcement of the terms of this Agreement. A copy of the annual Audit and Budget shall be sent to the Union President when available.

  • Exclusions from Confidential Information Receiving Party's obligations under this Agreement do not extend to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Receiving Party; (b) discovered or created by the Receiving Party before disclosure by Disclosing Party; (c) learned by the Receiving Party through legitimate means other than from the Disclosing Party or Disclosing Party's representatives; or (d) is disclosed by Receiving Party with Disclosing Party's prior written approval.

  • RELEASE OF GENERAL INFORMATION TO THE PUBLIC AND MEDIA NASA or Partner may, consistent with Federal law and this Agreement, release general information regarding its own participation in this Agreement as desired. Pursuant to Section 841(d) of the NASA Transition Authorization Act of 2017, Public Law 115-10 (the "NTAA"), NASA is obligated to publicly disclose copies of all agreements conducted pursuant to NASA's 51 U.S.C. §20113(e) authority in a searchable format on the NASA website within 60 days after the agreement is signed by the Parties. The Parties acknowledge that a copy of this Agreement will be disclosed, without redactions, in accordance with the NTAA.

  • E4 Confidential Information E4.1 Except to the extent set out in this clause or where disclosure is expressly permitted elsewhere in this Contract, each Party shall:

  • Return of Confidential Information Upon termination or expiration of this Agreement, the Receiving Party shall return all copies of the Disclosing Party’s confidential information (with the exception of 1 archival copy for the purpose of compliance with these obligations) or remove same from all media and destroy same.

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