Independent Contractor/Designation of Agents Sample Clauses

Independent Contractor/Designation of Agents. The parties to this Agreement intend that the relationship between them is that of an independent contractor, not an employee- employer relationship. The relationship between the parties was developed and entered into through arm’s length negotiations and is based solely on the terms of this Agreement. Except as otherwise expressly designated by written agreement of the parties with consent from anyone whose consent is required by law or contract, no agent, officer or employee of the Academy shall be determined to be an agent or employee of Choice and no agent, officer or employee of Choice shall be determined to be an agent or employee of the Academy except if expressly acknowledged, if at all, in writing by the other party. The Academy will be solely responsible for its acts and omissions and the acts and omissions of its agents, officers and employees and Choice will be solely responsible for its acts and omissions and the acts and omissions of its agents, officers, employees and subcontractors. Choice is not a division of any part of the Academy. In the performance of services under this Agreement, Choice (its officers, directors, employees and designated agents) shall be regarded at all times as performing services as an independent contractor of the Academy. Choice shall be solely and exclusively responsible for recruiting, selecting, hiring, compensating, training, evaluating, disciplining, dismissing, terminating and otherwise controlling the employment conditions, employment rights, compensation and other similar matters relative to all individuals whom Choice employs in connection with providing services under this Agreement. Except as otherwise provided for in this Agreement, and subject to the Contract, Choice shall be self-directed in its activities and shall determine its own methods and manner for performing the Services required under the terms of this Agreement within the overall policies and budgets established by the Academy Board, as the same may be amended from time to time. (i) Choice accepts full liability for benefits, salaries, worker’s compensation, unemployment compensation and liability insurance for its employees leased to the Academy or working on Academy operations. (ii) No agent or employee of Choice shall be determined to be an agent or employee of the Academy, except as follows: (1) Choice, and its respective officers, directors, employees and designated agents are each hereby authorized to serve as agents of the Academy h...
Sample 1
AutoNDA by SimpleDocs
Independent Contractor/Designation of Agents. The Parties to this Agreement intend that the relationship between them is that of an independent contractor, not as an employee-employee relationship. GEE is not a division of any part of the Academy. The relationship between the Parties was developed and entered into through arm’s length negotiations and is not based solely on the terms of this Agreement. No agent or employee of the Academy shall be deemed to be an agent or employee of GEE for any reason or purpose. No agent or employee of GEE shall be determined to be an agent or employee of the Academy except as follows: 1. Notwithstanding the foregoing, the Academy and GEE agree that employees of GEE, to the extent they have a legitimate educational interest in so doing, are authorized access to educational records under 20 U.S.C § 1232g, the Family Educational Rights and Privacy Act (“FERPA”), and 34 C.F.R. section 99.1 et seq., such that they are jointly and severally entitled to access the student educational records for all purposes related to FERPA. The Academy agrees to disseminate the notice required pursuant to FERPA and its related regulations to the parents/legal guardians of the Academy students. 2. During the term of this Agreement, the Academy may disclose confidential data and information to GEE, and its respective officers, directors, administrators, employees and designated agents to the extent permitted by applicable law including, without limitation, the Individuals with Disabilities Education Act (“IDEA”), 20 U.S.C. §1401 et seq., 34 CFR 300.610 – 300.626; Section 504 of the Rehabilitation Act of 1973, 29 USC §794a, 34 CFR 104.36; the Michigan Mandatory Special Education Act, MCL 380.1701 et seq.; the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.; the Health Insurance Portability and Accountability Act (“HIPAA”), 42 U.S.C. 1320d – 13200d-8; 45 CFR 160, 162 and 164; and social security numbers, as protected by the federal Privacy Act of 1974, 5 U.S.C. §552a; and the Michigan Social Security Number Privacy Act, MCL 445.84. 3. As otherwise expressly designated by written agreement of the Parties with consent from anyone whose consent is required by law or contract.
Sample 1

Related to Independent Contractor/Designation of Agents

  • Independent Contractor Status The Sub-Adviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Trust or the Adviser in any way or otherwise be deemed an agent of the Fund or the Adviser.

  • INDEPENDENT CONTRACTOR; NO AGENCY Nothing in this Agreement will in any way be construed to render Influencer to be or to be construed as an agent, employee or representative of Brand. Influencer is and will perform the Services hereunder as an independent contractor. Influencer acknowledges and agrees that Influencer will not be eligible for any employee benefits (nor do they desire any of them) and expressly waives any entitlement to such benefits. Influencer further agrees to indemnify Brand and hold it harmless to the extent of any obligation imposed on Brand resulting from Influencer’s being determined not to be an independent contractor.

  • INDEPENDENT PERSONAL SERVICES 1. Income derived by a resident of a Contracting State in respect of professional services or other activities of an independent character shall be taxable only in that State unless he has a fixed base regularly available to him in the other Contracting State for the purpose of performing his activities. If he has such a fixed base, the income may be taxed in the other State but only so much of it as is attributable to that fixed base. 2. The term “professional services” includes especially independent scientific, literary, artistic, educational or teaching activities as well as the independent activities of physicians, lawyers, engineers, architects, dentists and accountants.

  • Employees and Independent Contractors Party agrees that it shall comply with the laws of the State of Vermont with respect to the appropriate classification of its workers and service providers as “employees” and “independent contractors” for all purposes, to include for purposes related to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party agrees to ensure that all of its subcontractors or sub-grantees also remain in legal compliance as to the appropriate classification of “workers” and “independent contractors” relating to unemployment compensation insurance and workers compensation coverage, and proper payment and reporting of wages. Party will on request provide to the Agency of Human Services information pertaining to the classification of its employees to include the basis for the classification. Failure to comply with these obligations may result in termination of this Agreement.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Acknowledgement of Services and Responsibility of the Manager The Resident acknowledges that neither the Manager nor the Institution stands in loco parentis with respect to the Resident. The Residence provides living accommodations for independent students who are to be responsible and accountable for their personal needs and their interactions with their fellow residents as opposed to residential care. The Manager is responsible for the maintenance and operation of the residence. The Manager, in consultation with the Institution, may from time to time, in its sole and unfettered discretion, establish and/or amend policies, protocols and guidelines to uphold and ensure compliance with the standards set forth by the Manager, all of which will constitute part of the Residence Community Living Standards or Institution Code of Conduct, as appropriate. The Resident hereby acknowledges and agrees that they are solely responsible for their compliance with / review of such policies, protocols and guidelines (as may be created, amended, revised or restated by the Manager) found at xxx.xxxxxxxxxxxxxxxxx.xx.

  • Coordination, Oversight and Monitoring of Service Providers As set forth in the Administrative Services Agreement between the Fund and CRMC, CRMC shall coordinate, monitor and oversee the activities performed by the Service Providers with which AFS contracts. AFS shall monitor Service Providers’ provision of services including the delivery of Customer account statements and all Fund-related material, including summary prospectuses and/or prospectuses, shareholder reports, and proxies.

  • Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 27.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party's contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers' compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees. 27.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other. Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!