Miscellaneous Terms and Conditions. 15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time of disclosure hereunder, in the public domain or becomes at a later date reasonably available to the public through no fault of the recipient; (b) was in the possession of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: (c) was disclosed to recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years. 15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever. 15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by X. Xxxxx to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors of the parties hereto. 15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery service to the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein, 15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreement) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms. 15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement: (a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and (b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs. 15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto. 15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party. 15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the remaining portions thereof shall remain in full force and effect. If any of the terms of provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included for ease of reference only and shall have no legal effect. 15.10 This Agreement shall be governed and interpreted in accordance with the laws, but not the laws of conflict of laws, of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action. 15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be deemed to be an original and one and the same Agreement.
Appears in 3 contracts
Samples: Supply Agreement (Unilife Corp), Supply Agreement (Unilife Corp), Supply Agreement (Unilife Corp)
Miscellaneous Terms and Conditions. 15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) wasEach party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure hereunderdisclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the public domain or becomes at a later date reasonably available to the public through no fault negotiation and/or execution of the recipient; this Release.
(b) was The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in the possession this Release, and that this Release is not in violation of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: in conflict with any other agreement of either party.
(c) was disclosed to recipient by a third party that has an independent right to disclose All covenants and warranties contained in this Release are contractual and shall survive the information; closing of this Release.
(d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years.
15.2 The parties hereto Release shall be deemed to have the status of independent contractorsbinding in all respects upon, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.
15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by X. Xxxxx to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, the parties’ heirs, successors and assigns.
(e) This Release shall be binding upon, governed by the permitted assigns and successors internal laws of the parties heretoCommonwealth of Virginia, irrespective of the choice of law rules of any jurisdiction.
15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery service to the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein,
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreementf) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of Should any provision of this Agreement shall Release be binding unless in writing and signed declared illegal or unenforceable by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdictionjurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remaining portions thereof shall remain remainder of this Release in full force and effect. If any of Notwithstanding the terms of provisions of this Agreement are in conflict with any applicable statute foregoing, if Section 2(a), above, is declared void or rule of lawunenforceable, then such terms or provisions this Release shall be deemed inoperative null and void and both parties shall be restored to the extent positions that they may conflict therewithoccupied before the Release’s execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which Section 2(a) is declared unenforceable.
(g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements.
(h) This Release shall not be modified except in a writing signed by the parties.
(i) No term or condition of this Release shall be deemed to conform have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with such statute the waiver or rule estoppel. No waiver of lawany breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this Release.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision of this Release.
(k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The Headings in this Agreement are included for ease of reference only singular shall include the plural, and the plural shall have no legal effectinclude the singular.
15.10 This Agreement (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release.
(m) Any party contesting the validity or enforceability of any term of this Release shall be governed required to prove by clear and interpreted convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law.
(n) The parties acknowledge that they have reviewed this Release in accordance its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the lawsmeaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, but not the laws of conflict of laws, and agrees that all provisions of the Commonwealth agreement shall be construed as a whole, according to the fair meaning of Pennsylvania. Any controversy or claim the language used.
(o) Every dispute arising out of from or relating to this Agreement, or the breach thereof (“Claim”), Release shall be settled by arbitration pursuant to tried only in the Federal Arbitration Act, 9 U.S.C. § 1, et seq., state or federal courts situated in accordance with the Commercial Arbitration Rules Commonwealth of the American Arbitration AssociationVirginia. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered consent to venue in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involvedthose courts, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgmentagree that those courts shall have personal jurisdiction over them in, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with subject matter jurisdiction concerning, any such action.
15.11 (p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorneys’ fees.
(q) This Agreement Release may be executed by facsimile signatures and in one or more counterparts, each or by copies transmitted by telecopier, all of which shall be deemed to be an original and one and given the same Agreementforce and effect as the original.
Appears in 3 contracts
Samples: Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)
Miscellaneous Terms and Conditions. 15.1 (a) Each party understands and agrees to hold in confidence and refrain from usingthat Executive or it assumes all risk that the facts or law may be, distributingor become, disseminating different than the facts or disclosing to others any information of the other party that is designated law as believed by the discloser as “confidential” other than pursuant to party at the time Executive or it executes this Agreement. The restrictions set forth Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time negotiation and/or execution of disclosure hereunder, in the public domain or becomes at a later date reasonably available to the public through no fault of the recipient; this Agreement.
(b) was The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in the possession this Agreement, and that this Agreement is not in violation of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: in conflict with any other agreement of either party.
(c) was disclosed to recipient by a third party that has an independent right to disclose All covenants and warranties contained in this Agreement are contractual and shall survive the information; closing of this Agreement.
(d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years.
15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties binding in the relationship of partnersall respects upon, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.
15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by X. Xxxxx to an affiliated Company or any successor to its business. This Agreement and shall inure to the benefit of, the parties' heirs, successors and be binding upon, the permitted assigns and successors of the parties heretoassigns.
15.4 Any notice or request required or permitted to be given under or in connection with this (e) This Agreement shall be in writing and shall be deemed given only if delivered personallygoverned by the internal laws of the State of Delaware, sent by registered or certified mail, return receipt requested, or by overnight delivery service to irrespective of the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein,choice of law rules of any jurisdiction.
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreementf) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such provision shall be binding unless in writing immediately become null and signed by a duly authorized representative of each party. Without limiting void, leaving the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions remainder of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the remaining portions thereof shall remain in full force and effect. If any of Notwithstanding the terms of provisions of foregoing, if Section 2(a), above, is declared void or unenforceable, then this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative null and void and both parties shall be restored to the extent positions that they may conflict therewithoccupied before the Agreement's execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Agreement and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included have been tolled for ease of reference only the period between the Effective Date and shall have no legal effect10 days after the date on which Section 2(a) is declared unenforceable.
15.10 (g) This Agreement constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements.
(h) This Agreement shall not be governed and interpreted modified except in accordance with a writing signed by the laws, but not the laws of conflict of laws, of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seqparties., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action.
15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be deemed to be an original and one and the same Agreement.
Appears in 2 contracts
Samples: Executive Employment Agreement (China Sun Group High-Tech Co), Executive Employment Agreement (China Sun Group High-Tech Co)
Miscellaneous Terms and Conditions. 15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) wasEach party understands and agrees that Executive or it assumes all risk that the facts or law may be, or become, different than the facts or law as believed by the party at the time Executive or it executes this Release. Executive and the Company acknowledge that their relationship precludes any affirmative obligation of disclosure hereunderdisclosure, and expressly disclaim all reliance upon information supplied or concealed by the adverse party or its counsel in connection with the public domain or becomes at a later date reasonably available to the public through no fault negotiation and/or execution of the recipient; this Release.
(b) was The parties warrant and represent that they have been offered no promise or inducement except as expressly provided in the possession this Release, and that this Release is not in violation of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: in conflict with any other agreement of either party.
(c) was disclosed to recipient by a third party that has an independent right to disclose All covenants and warranties contained in this Release are contractual and shall survive the information; closing of this Release.
(d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination of this Agreement and any extension thereof, for a period of three (3) years.
15.2 The parties hereto Release shall be deemed to have the status of independent contractorsbinding in all respects upon, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.
15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by X. Xxxxx to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, the parties’ heirs, successors and assigns.
(e) This Release shall be binding upon, governed by the permitted assigns and successors internal laws of the parties heretoCommonwealth of Virginia, irrespective of the choice of law rules of any jurisdiction.
15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or certified mail, return receipt requested, or by overnight delivery service to the applicable address set forth above or such other address as a party may have specified in a notice duly given to the other party as provided herein,
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreementf) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of Should any provision of this Agreement shall Release be binding unless in writing and signed declared illegal or unenforceable by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdictionjurisdiction and cannot be modified to be enforceable, such provision shall immediately become null and void, leaving the remaining portions thereof shall remain remainder of this Release in full force and effect. If any of Notwithstanding the terms of provisions of this Agreement are in conflict with any applicable statute foregoing, if Section 2(a), above, is declared void or rule of lawunenforceable, then such terms or provisions this Release shall be deemed inoperative null and void and both parties shall be restored to the extent positions that they may conflict therewithoccupied before the Release’s execution (meaning that, among other things, all sums paid by the Company pursuant to Section 1, above, shall be immediately refunded to the Company); provided that in such circumstances this Release and the facts and circumstances relating to its execution shall be inadmissible in any later proceeding between the parties, and the statutes of limitations applicable to claims asserted in the proceeding shall be deemed to have been tolled for the period between the Effective Date and 10 days after the date on which Section 2(a) is declared unenforceable.
(g) This Release constitutes the entire agreement of the parties and a complete merger of prior negotiations and agreements.
(h) This Release shall not be modified except in a writing signed by the parties.
(i) No term or condition of this Release shall be deemed to conform have been waived, nor shall there be an estoppel against the enforcement of any provision of this Release, except by a writing signed by the party charged with such statute the waiver or rule estoppel. No waiver of lawany breach of this Release shall be deemed a waiver of any later breach of the same provision or any other provision of this Release.
(j) Headings are intended solely as a convenience and shall not control the meaning or interpretation of any provision of this Release.
(k) Pronouns contained in this Release shall apply equally to the feminine, neuter and masculine genders. The Headings in this Agreement are included for ease of reference only singular shall include the plural, and the plural shall have no legal effectinclude the singular.
15.10 This Agreement (l) Each party shall promptly execute, acknowledge and deliver any additional document or agreement that the other party reasonably believes is necessary to carry out the purpose or effect of this Release.
(m) Any party contesting the validity or enforceability of any term of this Release shall be governed required to prove by clear and interpreted convincing evidence fraud, concealment, failure to disclose material information, unconscionability, misrepresentation or mistake of fact or law.
(n) The parties acknowledge that they have reviewed this Release in accordance its entirety and have had a full and fair opportunity to negotiate its terms and to consult with counsel of their own choosing concerning the lawsmeaning and effect of this Release. Each party therefore waives all applicable rules of construction that any provision of this Release should be construed against its drafter, but not the laws of conflict of laws, and agrees that all provisions of the Commonwealth agreement shall be construed as a whole, according to the fair meaning of Pennsylvania. Any controversy or claim the language used.
(o) Every dispute arising out of from or relating to this Agreement, or the breach thereof (“Claim”), Release shall be settled by arbitration pursuant to tried only in the Federal Arbitration Act, 9 U.S.C. § 1, et seq., state or federal courts situated in accordance with the Commercial Arbitration Rules Commonwealth of the American Arbitration AssociationVirginia. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered consent to venue in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involvedthose courts, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgmentagree that those courts shall have personal jurisdiction over them in, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with subject matter jurisdiction concerning, any such action.
15.11 (p) In any action relating to or arising from this Release, or involving its application, the party substantially prevailing shall recover from the other party the expenses incurred by the prevailing party in connection with the action, including court costs and reasonable attorneys’ fees. If Executive is the substantially prevailing party, the Company shall pay such expenses within 60 days following the determination that she is the substantially prevailing party.
(q) This Agreement Release may be executed by facsimile signatures and in one or more counterparts, each or by copies transmitted by telecopier, all of which shall be deemed to be an original and one and given the same Agreementforce and effect as the original.
Appears in 2 contracts
Samples: General Release (Rosetta Stone Inc), Executive Employment Agreement (Rosetta Stone Inc)
Miscellaneous Terms and Conditions. 15.1 Each party agrees to hold in confidence and refrain from using, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time of disclosure hereunder, in the public domain or becomes at a later date reasonably available to the public through no fault of the recipient; (b) was in the possession of recipient prior to disclosure hereunder, as evidence evidenced by recipient’s written or tangible evidence: ; (c) was disclosed to recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This The "**" marks the location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.
Section 10.1 shall survive termination of this Agreement and any extension thereof, for a period of three (3) years.
15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.
15.3 Neither party shall assign assign, pledge or hypothecate this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section section shall not apply to any assignment or transfer that is made in connection with an acquisition of all or substantially all of the assets or business of a party relating to the Products, or an assignment by X. Xxxxx X.Xxxxx to an affiliated Company company or any successor to its business. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors of the parties hereto.
15.4 Any notice or request required or permitted to be given under or in connection with this Agreement shall be in writing and shall be deemed given only if delivered personally, sent by registered or facsimile (receipt acknowledged), by certified mail, mail (return receipt requested, ) or by overnight delivery service (with return receipt) to the applicable address addresses set forth above on the signature page of this Agreement; provided that email will not be sufficient notice for any notice of breach or such other address as a default. Either party may have specified in change its notice information by a notice duly given to the other party as provided herein,.
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreement) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement shall be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoing, no modification or amendment shall be effected by or result from the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all such documentation shall be governed and superceded by the terms and conditions of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. .
15.6 Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Section 7 of the Supply Agreement and Sections 3, 5, 6, 7, 8, 9, 10,11 10 and 13 11 of this Agreement Appendix A shall survive the termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 15.8 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the remaining portions thereof shall remain in full force and effect. If any of the terms of provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified to conform with to such statute or rule of law. The Headings headings in this Agreement are included for ease of reference only and shall have no legal effect.
15.9 Except as required by law, Supplier shall not, without first obtaining the written consent of X.Xxxxx, in any manner advertise or publish the fact that Supplier has contracted to furnish X.Xxxxx the goods or services covered by this contract, or use any trademarks or trade names of X.Xxxxx in Supplier’s advertising or promotional materials, unless such disclosure contains information previously disclosed as required by law.
15.10 This Agreement shall be governed and interpreted in accordance with the laws, but not the laws of conflict of laws, of the Commonwealth State of Pennsylvania. New York.
15.11 Any dispute, controversy or claim (“Claim”) arising out of from or relating related to this Agreement, any Products or any other relationship or arrangement between the breach thereof (“Claim”), parties shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq., in accordance with the Commercial Arbitration Rules of Arbitration of the American Arbitration AssociationInternational Chamber of Commerce (the “Rules”) . The place of arbitration shall be New York, New York. If the amount in controversy is $500,000 or less, the Claim shall be heard by one neutral arbitrator. If the amount in controversy exceeds $500,000, the Claim shall be heard by a panel of three neutral arbitrators. Such arbitrators appointed in accordance with the Rules. Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive relief that is necessary to protect the rights or property of that party, pending the arbitral panel’s determination of the merits of the Claim. The arbitrator(s) shall not award indirect, incidental, special, consequential or punitive damages, damages for lost profits or any damages in excess of those agreed to by the parties in this Agreement. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. The expenses of the arbitrator(s) shall be split equally between the parties. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action.
15.11 This 15.12 Except as specifically set forth in this Agreement, this Agreement may be executed does not grant either party any rights in the other party’s patent and/or other intellectual property rights. ** The "**" marks the location of information that has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment. APPENDIX B PRODUCTS All single sterile and bulk non-sterile SafeStepÒ Xxxxx Needle Sets **, more particularly described on Appendix C attached hereto and made a part hereof, together with any and all modifications, innovations, enhancements, improvements, next generation designs and developments thereto (collectively, “Changes”) if the resultant Product (with such Changes) is covered by facsimile signatures a claim contained in U.S. Patent No, 6,585,704, for inclusion in kits and in one or more counterparts, each sold as individual units. MINIMUM PURCHASE REQUIREMENTS AND VOLUME DISCOUNTS
1. The minimum order quantity for any order of which Products shall be deemed to 10,000 units with a minimum of 7 cases (100 units per case) per SKU. Orders will only be an original and one and the same Agreementshipped by Supplier in full cases.
Appears in 1 contract
Samples: Supply and Distribution Agreement (Specialized Health Products International Inc)
Miscellaneous Terms and Conditions. 15.1 Each This Agreement is personal in nature and neither party agrees to hold in confidence and refrain from usingshall assign, distributing, disseminating or disclosing to others any information of the other party that is designated by the discloser as “confidential” other than pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time of disclosure hereunder, in the public domain or becomes at a later date reasonably available to the public through no fault of the recipient; (b) was in the possession of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: (c) was disclosed to recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice transfer nor otherwise dispose of any such required disclosure. This Section shall survive termination of rights or delegate any obligations under this Agreement and any extension thereof, for a period of three (3) years.
15.2 The parties hereto shall be deemed to have the status of independent contractors, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partners, licensor-licensee, principal-agent or joint venturers. Neither party shall have any right or authority to create or assume any obligation or to bind the other party in any manner whatsoever.
15.3 Neither party shall assign this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section ; except such consent shall not apply be required in connection with the sale of all or substantially all of a party’s assets or stock to an assignment by X. Xxxxx to an affiliated Company or any successor to its businessa third party. This Agreement shall inure to the benefit of, of and be binding uponupon each party and their respective successors and permitted assigns. This Agreement and its attachments constitute the full and complete understanding and agreement of TSN and Referrer and supersedes all prior negotiations, understandings and agreements pertaining to the permitted assigns subject matter hereof. Except as expressly stated in this Agreement, any waiver, modification or amendment of any provision of this Agreement will be effective only if in the form of a written amendment to this Agreement and successors of the parties hereto.
15.4 signed by TSN and Referrer. Any notice or request required or permitted to be and all notices given under or in connection with the provisions of this Agreement shall must be in writing and shall be deemed given only if delivered personally, sent personally or by registered or certified mail, return receipt requested, or by overnight delivery service to the attention of the President. All notices given shall be sent to the applicable address set forth above noted herein and will be effective when received. All notices must be in writing. No delay or such other address as omission or failure to exercise any right or remedy provided for herein will be deemed to be a party may have specified in a notice duly given to the other party as provided herein,
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (waiver thereof and any future addendasingle or partial exercise of any such right or remedy, power or amendments referencing this Agreement) contains privilege will not preclude any later exercise thereof. In the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof event that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement shall is held to be binding unless in writing and signed by a duly authorized representative of each party. Without limiting the generality of the foregoinginvalid, no modification illegal or amendment shall be effected by unenforceable under present or result from the receiptfuture laws, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition to or different from the terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to the parties, and all then such documentation shall be governed and superceded by the terms and conditions of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination of this Agreement, the rights and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any written regulations thereto, Company agrees to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHS, or the Comptroller General of the U.S., or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, provision will be a legal valid, fully severable and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 The provisions of this Agreement shall be severable from each other construed and from the rest of this Agreement, and in the event that any portion of this Agreement shall be held enforced as if such invalid, void, unenforceable, illegal or ineffective by enforceable provision were not a court part of competent jurisdiction, the remaining portions thereof shall remain in full force and effecthereof. If any of the terms of provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included for ease of reference only and shall have no legal effect.
15.10 This Agreement shall be governed and interpreted construed in accordance with the laws, but not the laws of conflict of laws, of the Commonwealth of PennsylvaniaVirginia, without reference to its choice of laws provision. Any controversy or claim arising out During the term of or relating to this Agreement, Referrer will not solicit for or the breach thereof (“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seqprovide similar services for any TSN competitor. TSN may enter into similar or other agreements with other parties in its sole discretion., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action.
15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be deemed to be an original and one and the same Agreement.
Appears in 1 contract
Samples: Referral Agreement
Miscellaneous Terms and Conditions. 15.1 Each party agrees to 3.1 To the extent permitted by law, the Recipient shall indemnify and hold in confidence harmless CRPC, its officers, employees and refrain agents, against any and all claims, damages, liability and court awards, including all costs, expenses, and attorney's fees, arising out of Recipient’s performance or non-performance of this Release Agreement or from using, distributing, disseminating or disclosing to others any information the Recipient’s use of the CRPC’S regional travel model data.
3.2 CRPC retains the right to change, update, or withdraw permission to use the data and to terminate this Release Agreement without notice at any time for any or no reason. In the event of termination, Recipient shall return to CRPC all copies of the data and any other party that is designated by the discloser as “confidential” other than files and information released pursuant to this Agreement. The restrictions set forth in the preceding sentence shall not apply to confidential information that a receiving party proves: (a) was, at the time of disclosure hereunder, in the public domain hereto without penalty or becomes at a later date reasonably available to the public through no fault of the recipient; (b) was in the possession of recipient prior to disclosure hereunder, as evidence by recipient’s written or tangible evidence: (c) was disclosed to recipient by a third party that has an independent right to disclose the information; (d) was independently developed by recipient as evidenced by competent proof; cause of action or (e) was required to be disclosed by judicial order, statute or governmental regulation, provided that the disclosing party is given reasonable prior written notice of any such required disclosure. This Section shall survive termination recourse against CRPC.
3.3 All terms and conditions of this Release Agreement shall be binding upon Recipient and any extension thereofemployee, for a period agent or third-party of three (3) years.
15.2 The Recipient. Any breach of duties or obligations specified herein by any of Recipient’s employees, agents or third parties hereto shall be deemed to have be a breach on the status part of independent contractorsthe Recipient.
3.4 This Release Agreement is intended as the complete integration of all understandings between the parties. No prior or contemporaneous addition, and shall have the relationship of buyer and seller. Nothing in this Agreement shall be deemed to place the parties in the relationship of partnersdeletion, licensor-licensee, principal-agent or joint venturers. Neither party other amendment hereto shall have any right force or authority effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written amendment signed by both parties. Any CRPC waiver of any alleged breach by the Recipient or third-party agents of the Recipient is not to create or assume imply a waiver of any obligation or to bind the other party in any manner whatsoeversubsequent breach.
15.3 Neither party shall assign 3.5 All notices required and permitted pursuant to this Agreement or their rights hereunder without the prior written consent of the other party, provided that this Section shall not apply to an assignment by X. Xxxxx to an affiliated Company or any successor to its business. This Agreement shall inure to the benefit of, and be binding upon, the permitted assigns and successors of the parties hereto.
15.4 Any notice or request required or permitted to be given under or in connection with this Release Agreement shall be in writing and shall be deemed given only if delivered personallywhen personally served or three days after deposit in the United States Mail, sent by postage prepaid, registered or certified mailcertified, return receipt requested, or by overnight delivery service and addressed to the applicable address set forth above party to whom notice is intended to be given. Any such notice or such other address communication shall be effective when received as a indicated on the delivery receipt, if by hand delivery or overnight carrier; on the United States mail return receipt, if by United States mail; or on facsimile transmission receipt. Either party may have specified in a by similar notice duly given given, change the address to the which future notices or other party as provided herein,
15.5 This Agreement, including the Appendixes and exhibits attached hereto, and X. Xxxxx’x purchase orders (and any future addenda, or amendments referencing this Agreement) contains the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior proposals and agreements between the parties, whether oral or written, and there are no other promises or representations relating to the subject matter hereof that is not incorporated herein. No addition to or waiver or modification of any provision of this Agreement communications shall be binding unless in writing and signed by a sent.
3.6 The Recipient warrants that it possesses the legal authority to enter into this Release Agreement. The undersigned also warrants that she/he is duly authorized representative of each party. Without limiting the generality to enter into this agreement on behalf of the foregoing, no modification or amendment shall be effected by or result from Recipient and to bind the receipt, acceptance, signing or acknowledgment of any order acknowledgments, invoices, shipping documents or other business forms containing terms or conditions in addition Recipient to or different from the its terms and conditions set forth in this Agreement or X. Xxxxx’x purchase orders. Such documentation is permitted only as a convenience to conditions.
3.7 In the parties, and all such documentation shall be governed and superceded by the terms and conditions event of this Agreement and X. Xxxxx’x purchase orders. Any failure by either party to enforce any of their respective rights herein shall not be deemed a waiver of such rights, and it may, from time to time, and at its option, enforce any of its rights hereunder, notwithstanding any course of dealing or performance. Notwithstanding the termination breach of this Agreement, the rights sole and obligations of the parties set forth in the provisions of Sections 6, 8, 9, 10,11 and 13 of this Agreement shall survive the exclusive remedies are termination of this Agreement in accordance with their terms.
15.6 For the purpose of implementing Section 1861 (v)(I)(I) of the Social Security Act, as amended, and any upon ten days written regulations thereto, Company agrees notice to comply with the following statutory requirements governing the maintenance of documentation to verify the cost of services rendered under this Agreement:
(a) Until the expiration of four (4) years after the furnishing of services pursuant to the Agreement, Company shall make available, upon written request, to X. Xxxxx, the Secretary of HHSRecipient, or the Comptroller General of the U.S., CRPC may seek an injunction or any of their duly authorized representatives, the contract, and books, documents, and records of Company that are necessary to certify the nature and extent of such costs, and
(b) If Company carries out any of the duties of the Agreement through a subcontract, with a value or cost of $10,000 or more over a 12-month period, with a related organization, such subcontract shall contain a clause to the effect that until the expiration of four (4) years after the furnishing of such services pursuant to such subcontract, the related organization shall make available, upon written request, to X. Xxxxx, the Secretary, or the Comptroller General or any of their duly authorized representatives, the subcontract, and books, documents, and records of such organization that are necessary to verify the nature and extent of such costs.
15.7 Seller shall not maintain or provide racially segregated facilities pursue an action for employees at any establishment under its control. Seller agrees to adhere to the requirements set forth in Executive Orders 11246 and 11375. Seller Agrees to comply with all state and federal Equal Employment Opportunity, Immigration, and Affirmation Action requirements including 42 U.S.C. 2000 (e) et seq., The Civil Rights Act of 1964, The Civil Rights Act of 1991, 503 and 504 of the Rehabilitation Act of 1973, 204 of the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, The Americans with Disability Act and the Immigration Reform Act of 1985 and any amendments and applicable regulations pertaining thereto.
15.8 Each party represents and warrants that (i) it has the right to enter into this Agreement and to perform all of its obligations hereunder, and (ii) this Agreement, when executed and delivered, will be a legal valid, and binding obligation of such party, enforceable against such party in accordance with its terms. Any ambiguities in this Agreement will not be interpreted against the drafting party.
15.9 The provisions of this Agreement shall be severable from each other and from the rest of this Agreement, and damages in the event that any portion of this Agreement shall be held invalid, void, unenforceable, or ineffective by a court of competent jurisdiction, the remaining portions thereof shall remain in full force and effect. If any CRPC believes that Recipient’s use of the terms of provisions of this Agreement are in conflict with any applicable statute or rule of law, then such terms or provisions shall be deemed inoperative to the extent that they may conflict therewith, and shall be deemed to be modified to conform with such statute or rule of law. The Headings in this Agreement are included for ease of reference only and shall have no legal effect.
15.10 This Agreement shall be governed and interpreted Data is not in accordance with the lawsterms of this Agreement. In the event of termination, but not the laws of conflict of laws, Recipient shall return to CRPC all copies of the Commonwealth of Pennsylvania. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof (“Claim”), shall be settled by arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seqData received from CRPC., in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and judgment upon the award may be entered in any court having jurisdiction thereof. Each party shall pay its own attorneys’ fees and expenses, except that the cost of arbitration shall be split between the parties involved, and mat if a prevailing party in court is required to initiate proceedings to enforce the award or confirm judgment, the prevailing party shall be entitled to recover its costs and attorneys’ fees associated with such action.
15.11 This Agreement may be executed by facsimile signatures and in one or more counterparts, each of which shall be deemed to be an original and one and the same Agreement.
Appears in 1 contract
Samples: Release Agreement
