Management Co. LTd, a company is established and organized under the laws of Hong Kong, with its legal address at Xxxxx 000, Xxx Xxx 0-00 Xxxxxxxx, Xxxxxxx Xxxxxx, Xxxx Xxxx, represented by Xx Xxxxx Xxx Xxxxx - Director, (hereinafter referred to as the “Transferor”)
Management Co shall permit SDI, at SDI's request from time to time, to have access to NSM's plant for inspection, testing, and/or review of NSM's operations and of its quality control. It is acknowledged and agreed, however, that SDI shall have no continuing or ongoing obligation to approve, evaluate, monitor, verify, warrant, or vouch for NSM's operating technique and methodologies, or of its Product quality, nor to monitor or report on NSM's manufacturing operations, or its compliance with SDI operating procedures or SDI Technology.
Management Co agrees (1) to hold the Confidential Information in strict confidence, (2) not to use the Confidential Information for any purpose other than the performance of Management Co.'s obligations hereunder, (3) not to disclose any of the Confidential Information to any third party or any of Management Co.'s employees, agents or representatives other than those who need to know and/or have access to such Confidential Information in connection with the performance of their duties on behalf of Management Co., and (4) to return to the Hospital or destroy or delete, at the Hospital's election, all or the relevant portions of any of the documents and other materials embodying Confidential Information (including all copies thereof) in Management Co.'s possession upon termination of this Agreement. The foregoing restrictions shall not, however apply to information which is generally known to and available for use within the trade or by the public at the time of disclosure to Management Co., (2) becomes generally known to and available for use within the trade or by the public other than as a result of a breach of Management Co. 's duty of confidentiality hereunder, (3) was in the possession or knowledge of Management Co. free of Confidentiality restrictions prior to the time of disclosure to Management Co. by the Hospital, or becomes available to Management Co. from a third party who or which is not bound by confidentiality restrictions, (4) is required to be disclosed by law or pursuant to a court order, subject to prompt prior written notice by Management Co. to the Hospital of such potential disclosure and the Hospital's right to prevent or otherwise limit such disclosure with the bounds of the law or court order, or (5) is authorized to be used and/or disclosed to third parties by the Hospital in writing, subject to execution of a confidentiality agreement acceptable to the Hospital by the third party. Management Co. further agrees to comply with any and all laws and regulations and procedures relating to patient and all other information which is disclosed to Management Co. or to which Management Co. has, and to comply with the Hospital's applicable reasonable security and confidentiality policies and procedures relative to the Agency's facilities, communications and information. The Hospital shall have the right to deny Management Co. access to the Agency's facilities, communications and information at such times when Management Co. fails to comply with the Hospita...
Management Co currently indirectly owns eighty percent (80%) of the outstanding equity of the Company.
Management Co has the ability, personnel and facilities required to provide various Services (as defined below) required by the Company in connection with the Business.
Management Co shall cause NSM to pay for all costs and expenses for its representatives, including, but not limited to, economy air travel, lodging and meal expenses, incurred in connection with each visitation to an SDI or, if applicable, an IDI plant, as well as in connection with any of the other training contemplated
Management Co shall cause NSM to pay for all costs and expenses for its representatives, including, but not limited to, economy air travel, lodging and meal expenses, incurred in connection with each visitation to an SDI or, if applicable, an IDI plant, as well as in connection with any of the other training contemplated herein. SDI shall not be responsible for any property damage or bodily injury which any representatives of Management Co. and/or NSM may sustain during their stay in the United States, or at such other locations designated by SDI, unless such damage or injury will have been caused by gross negligence or willful misconduct of SDI or its personnel. SDI shall assist Management Co. in acquiring accommodations for the said representatives, but with no obligation to bear expense for such accommodation.
Management Co shall indemnify and hold harmless the Hospital (including its directors, officers, employees and agents, individua1ly and collectively) from and against any and all claims, liabilities, damages, fines, penalties, taxes, costs and expenses, including reasonable attorneys' fees and costs of settlement, which any such party may suffer, sustain or become subject to as a result of the negligence or other wrongful conduct (including, without limitation, misrepresentation, fraud, willful, violations of law or breach of contract) of the Management Co. or its directors, officers, employees or agents in the performance of Management Co.'s obligations hereunder.
Management Co shall receive a fee equal to ***% of the revenue received by the Venture from systems operators from the distribution described in Sections 7.4 and 7.5 and the costs of such distribution will be borne by the Venture .
Management Co will perform the following services (the "Services") for the benefit of, and on behalf of, the Company:
