Obligations During the Term Clause Samples
Obligations During the Term. The Executive agrees that during the Term of Employment he shall diligently devote his time and efforts to the duties and responsibilities assigned to his by the Corporation, and without prior express written authorization of the Board, the Executive shall not, directly or indirectly, either alone or in concert with others, engage in any of the following activities:
(a) Perform or render any services of a business, professional or commercial nature, relating to services or products competitive with the Corporation, to or for the benefit of himself or any other person or entity, whether for compensation or otherwise, except for personal investments and other activities approved by the Corporation;
(b) Engage in any activity directly or indirectly in competition with or adverse to the Corporation;
(c) Engage in any activity for purpose of influencing or attempting to influence the Corporation’s customers, either directly or indirectly, to conduct business with any business enterprise in competition with the Corporation; or
(d) Undertake or participate in any planning for or organization of any business activity that is or will be in competition with the Corporation in any field(s) or area(s) in which the Executive has worked or with which the Executive has come into contact, or of which the Executive has gained knowledge during the Term of Employment.
Obligations During the Term. Each party agrees to keep confidential the Confidential Information received from the other party and to protect the confidentiality thereof in the same manner as it would protect the confidentiality of its own Confidential Information during the Term and for a period of two
Obligations During the Term. The Contractor and the Authority shall each appoint an exit manager and provide written notification of such appointment to each other within six (6) Months after the Commencement Date. The Contractor's exit manager shall be responsible for ensuring that the Contractor and its employees, agents and Sub-contractors comply with this Schedule. The Contractor shall ensure that its exit manager has the requisite authority to arrange and procure any resources of the Contractor as are reasonably necessary to enable the Contractor to comply with this Paragraph 4.
Obligations During the Term. 4.1 Both Partner Authorities shall ensure that the Partnership Leader has the requisite authority to arrange and procure any resources of either Partner Authority as are reasonably necessary to enable compliance with this Schedule 5.
4.2 During the term of this Agreement, the Partnership Leader shall create, maintain and agree with each of the Partner Authorities all applicable Registers to ensure, as far as possible, the smooth transition of the Partnership back to the Partner Authorities with the minimum of disruption.
4.3 On reasonable notice, each Partner Authority shall provide to the other such material and information as the other Partner Authority shall reasonably require in order to facilitate due diligence (including in relation to the Partnership, Assets, Registers and Staff).
4.4 In respect of the Assets each Partner Authority shall ensure that, in the Exit Management Plan, it takes account of and complies with its obligations set out at clause 4 of this agreement.
Obligations During the Term. 4.1. The Supplier and the Council shall each appoint an exit manager and provide written notification of such appointment to each other within [six months] after the Effective Date. The Supplier's exit manager shall be responsible for ensuring that the Supplier and its employees, agents and Sub-Contractors comply with this Schedule. The Supplier shall ensure that its exit manager has the requisite authority to arrange and procure any resources of the Supplier as are reasonably necessary to enable the Supplier to comply with this Schedule 13. The exit managers shall liaise with one another in relation to all issues relevant to termination or expiry and all matters connected with this Schedule 13 and each party's compliance with it.
4.2. During the Term, the Supplier shall:
(a) create and maintain a register of:
(i) all assets, detailing their ownership status as either Exclusive Assets (separately identifying Transferable Assets) or Non-Exclusive Assets and their Net Book Value; and
(ii) all Sub-Contracts and other agreements (separately identifying Transferable Contracts) required to perform the Services;
(b) create and maintain a database setting out the Supplier's technical infrastructure through which the Services are delivered. Such database shall be capable of allowing staff of the Replacement Supplier and/or the Council to acquire sufficient technical understanding of how the Supplier provides the Services to ensure the smooth transition of the Services with the minimum of disruption; and
(c) at all times keep the Registers up to date and shall maintain copies of any agreements referred to in any Register.
4.3. The parties shall agree the format of the Registers as part of the process of agreeing the first Exit Plan.
4.4. At the same time as the Supplier submits a revised Exit Plan, it shall also submit to the Council up-to-date Registers.
4.5. The Supplier shall ensure all Exclusive Assets are clearly marked to identify that they are exclusively used for the provision of the Services under this agreement.
4.6. The Supplier shall procure that all licences for Third Party Software entered into with effect from or after the Effective Date and all Sub-Contracts shall be assignable or capable of novation at the request of the Council to the Council and/or any Replacement Supplier without restriction (including any need to obtain any consent or approval) or payment by the Council. If the Supplier cannot procure such rights then the Supplier shall consult ...
Obligations During the Term. 3.1. Throughout the Term, ESFA shall:
(a) create and maintain a record of:
(i) all assets used to provide the Operational Service including WSCC assets (being assets owned by WSCC which WSCC has permitted ESFA to use), detailing their ownership status and value, including depreciation; and
(ii) all contracts and other agreements required to perform the Operational Service; and
(iii) all data held by ESFA on the Mobilising System on behalf of WSCC for the performance of the Operational Service
(b) create and maintain a database setting out ESFA's technical infrastructure through which the Operational Service is delivered. Such database shall be capable of allowing staff of the Replacement Service Provider and/or WSCC to acquire sufficient technical understanding of how ESFA provides the Operational Service to ensure the smooth transition of the Operational Service with the minimum of disruption; and
(c) at all times keep the record up to date and shall maintain copies of any agreements referred to in any record.
3.2. The Parties shall agree an Exit Strategy to be approved by the Executive Governance Board within 12 months after the Commencement Date and shall review it every 12 months. The Exit Strategy shall document:
3.2.1. the process and principles for transferring WSCC‟s data and the WSCC assets back to WSCC or the Replacement Service Provider;
3.2.2. the principles for dealing with future investment in the Joint Control, including how that investment will be undertaken in order to ensure a smooth and fair re- allocation of assets/services on termination or alternatively, compensation for loss of such assets/services, if appropriate;
3.2.3. the process for ensuring a smooth transition of the Operational Service to a Replacement Service Provider, including the provision of information and data;
3.2.4. the processes for both planned and early termination of this Agreement, including termination for default of either Party;
3.2.5. the processes for agreeing an equitable distribution of assets between the Parties
3.2.6. the processes for ensuring knowledge transfer to WSCC in relation to ongoing performance of the functions
3.2.7. the processes that are to be followed in accordance with Schedule 3 in relation to TUPE.
3.3. On reasonable notice, ESFA shall provide to WSCC and/or to its Replacement Service Provider (subject to the Replacement Service Provider entering into reasonable written confidentiality undertakings with ESFA and to ESFA‟s duties under t...
Obligations During the Term. Throughout the Term Quepasa will:
3.2.1 Provide Fox with a first-position link from the Event Web Site and 6 from the sports section of the Quepasa Home Page to the FSWE Site or another Fox Internet web site designated by Fox from time to time. The Quepasa Home Page link shall be maintained throughout the Term.
3.2.2 Administer the Copa Promotion #2 on the Event Web Site in accordance with the Official Rules (which will be provided by Fox), including the processing of all contest entries (the Copa Promotion #2 shall be void in the state of Florida), tracking and daily reporting of participant standings and timely determination of all contest winners.
Obligations During the Term