Obligations of Associate Sample Clauses

Obligations of Associate. A. Associate agrees to comply with those provisions of the HITECH Act that relate to security of PHI. Associate shall not use or disclose PHI other than as permitted in the course of providing services to Provider, or as required by law. B. Associate shall take reasonable and appropriate safeguards to reasonably protect the confidentiality of PHI and use appropriate safeguards to prevent its disclosure to others. C. Associate shall use reasonable commercial efforts to mitigate any harmful effect known to Associate of a use or disclosure of PHI by Associate in violation of this Agreement. D. Associate shall report to Provider if it becomes aware of any use or disclosure of PHI not provided for by this Agreement. E. Associate agrees to ensure that any agents and subcontractors to whom Associate provides PHI agree to the same conditions restrictions and restrictions that apply through this Agreement to Associate and that such agents and subcontractors implement reasonable and appropriate safeguards with respect to PHI. F. Associate shall document disclosures of PHI and information related to such disclosures to respond to a request by a Provider for an accounting of disclosures of PHI and provide this accounting to Provider within 40 days of receiving a written request from Provider, at the address specified by Provider in the request. Associate may charge the Provider a reasonable and customary fee for providing this service.
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Obligations of Associate a) The Associate shall not sell any Toptime Product for a price exceeding the Maximum Retail Price mentioned on the labels of the Toptime products. b) The Associate shall, throughout the validity of this Associate Contract, strictly adhere to all applicable laws, direct selling guidelines, regulations and other legal obligations that affect the operation of his/her/their business, and complete the KYC process within 15 days of receiving Associate ID number. The Associate shall be responsible for obtaining any applicable registration, license, approval or authorization, a copy of which shall be provided to Toptime upon request.
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Obligations of Associate. In consideration for the above benefits, the sufficiency and adequacy of which is hereby acknowledged, Associate agrees to the following: a. Associate agrees, on behalf of himself, his heirs, successors, and assigns, to release the Company, its affiliates and subsidiaries and their respective past and present officers, directors, stockholders, agents, and employees (the “Released Parties”), from any claims arising on or before the date Associate signs this Agreement as well as from any claims arising on or before the Separation Date. Because Associate has already agreed Associate’s employment with the Company will end, this release includes, but is not limited to, giving up any claims related in any way to Associate’s employment by the Company or its affiliates, Associate’s Employment Agreement with the Company and/or its affiliates, termination of Associate’s employment relationship with the Company and/or its affiliates, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by Associate. Associate’s signature acknowledges that Associate is not entitled to any other severance or benefits, vacation, bonus, commission, wages or other payments of any kind, except those described in this Agreement, and that Associate has been provided all leave required by state and federal law, including the federal Family and Medical Leave Act and equivalent state laws. Because Associate is age 40 or older, Associate’s acceptance of this Agreement also will release any and all claims under the federal Age Discrimination in Employment Act. Associate should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this paragraph. Associate agrees to waive and give up any benefit conferred on Associate by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this document; b. Associate acknowledges that during the course of Associate’s employment with the Company, Associate has gained knowledge of “Confidential Information” (defined below), and “Trade Secrets” (as defined by applicable law), and that the Company has a legitimate protectable interest in such Confidential Information and Tr...
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Obligations of Associate. To the extent Xxxxxxx Xxxxx complies with the terms of this Agreement and in consideration of the foregoing arrangements provided by Xxxxxxx Xxxxx, Associate agrees as follows: (a) Associate, in consideration of the benefits and payments described in this Agreement, releases and discharges (i) Xxxxxxx Xxxxx, its current and former parents, subsidiaries, and affiliates, (ii) its respective current and former directors, officers, employees, agents, successors, or assigns, and (iii) all employee benefit plans of Xxxxxxx Xxxxx or any of its current and former parents, subsidiaries, and affiliates, any trusts and other funding vehicles established in connection with any such plans, and any members of committees established under the terms of any such plans (collectively, the “Released Parties”), from any and all actions, causes of action, claims, allegations, demands, rights, obligations, liabilities, grievances, or charges, whether known or unknown, including but not limited to, 101 (i) those arising out of, or relating to, Associate’s employment or separation from Xxxxxxx Xxxxx, or concerning events that occurred during his employment with Xxxxxxx Xxxxx; (ii) for compensation or bonuses, including any claim for an award under any compensation plan or arrangement maintained by Xxxxxxx Xxxxx; (iii) for wrongful, constructive, or unlawful discharge, any form of unlawful harassment, discrimination, retaliation, breach of express or implied contract, fraud, fraudulent inducement, including inducement to enter into this Agreement, intentional or negligent misrepresentation, whistle-blowing, defamation, conversion, invasion of privacy, negligence, violation of public policy, interference with contractual, business or prospective relations, assault, battery, intentional or negligent infliction of emotional distress, negligent supervision, negligent hiring, unjust enrichment, and any other common law cause of action, whether arising in contract or tort; (iv) for back pay, front pay, benefits, attorneys’ fees, emotional distress, pain and suffering, other compensatory damages of any type, or punitive or exemplary damages; (v) for violations of the Equal Pay Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Older Workers’ Benefit Protection Act, the Americans with Disabilities Act of 1991, 42 U.S.C. § 1981, the Worker Adjustment Retraining and Notification Act, the Family Medical Leave Act...
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Obligations of Associate. (a) Because this Agreement is a personal one, Associate may not assign or delegate any obligation, or any portion thereof, of this Agreement. (b) The relationship of Associate to Company is conclusively deemed for all purposes to be that of an independent contractor. Associate in no event shall be considered an employee of Company within the meaning or application of any national or state unemployment insurance law, old age benefit law, workers' compensation or industrial accident law, or other industrial or labor law, any tax law, or any Company employee benefit plan. Associate shall be fully and solely responsible for arranging for and bearing the expense of his operations, subject only to his right for reimbursement for reimbursable expenses hereunder. (c) Associate shall devote sufficient time, energy, attention and efforts to the Company's business in order to promptly and satisfactorily complete the Services. Company is interested only in the results to be achieved under this Agreement; the manner and method of performing the work shall be under the control of Associate, except that the work contemplated herein must meet the approval of Company and is subject to Company's general right of inspection to ensure the satisfactory performance and completion thereof. (d) It is understood that Company does not agree to use Associate exclusively. Further, Associate may represent, perform services for and be employed by such additional clients, persons or companies as Associate, in Associate's sole discretion, sees fit, except as provided in Section 10 herein. (e) In performing the Services required under this Agreement, Associate shall comply with all applicable federal, state, county, and city laws, ordinances and regulations including, but not limited to, compliance with respect to payment for FICA wages, SDI, and workers' compensation. Further, Associate agrees not to use any Proprietary Information or copyright, of others in performing the services under this Agreement. (f) Company shall not be liable to Associate or any of its agents, servants, subcontractors, for any consequential or special damages resulting from, arising out of or in connection with this Agreement. (g) Associate acknowledges and agrees that all Proprietary Information that comes into Associate's possession (including any information originated or developed by Associate during the term of this Agreement) is secret and is the exclusive property of the Company or its clients. Associate ...
Sample 1
Obligations of Associate. Associate covenants & agrees: A. to work diligently to sell, lease and/or rent any and all real estate listed with the Company through the Broker, to solicit additional real estate brokerage business from customers and clients of the Company through the Broker, and otherwise to promote the business of the Company in real estate transactions. B. to maintain real estate license in good standing pursuant to the laws of the State of Florida. Associate will be solely responsible for the payment of all professional license fees. See Exhibit B, Compensation and Fee Schedule "Licensing Renewals" section for details. C. to indemnify and hold harmless the Company and the Broker from any and all claims, damages and liabilities, including attorneys' fees, arising from the intentional or negligent acts of the Associate or acts outside the scope of the Associate's authority. D. to abide by all local, state and federal laws and the Rules and Regulations of the Florida Real Estate Commission. E. to abide by all policies and procedures as outlined in the Policies and Procedures Manual ("Manual") now and hereafter established by the Company upon being notified of same. F. Associate agrees and covenants to read the Policy and Procedure Manual upon affiliating and will continue to do so, on a regular basis to remain abreast of updates and changes to policy and procedures. Associate agrees to attend the new Associate orientation to be introduced to the Company's policies and procedures. Associate acknowledges and understands that the Policy and Procedure Manual is available for Associate review at all times on the Company's intranet website for which a password is regularly distributed, but can also be obtained at any time during regular business hours from the main office. There is also a copy in each office. G. to permit the Company to use Associate's name, testimonial, picture, recorded voice, or description in its training materials, advertising and other publications. H. to immediately notify the Company of the following: (a) all investigations of Associate by the Florida Real Estate Commission; (b) all claims or causes of action (threatened or otherwise) against Associate relating to the performance of Associate's duties herein, and (c) all formal charges of criminal wrongdoing against Associate for which conviction could impair Associate's ability to act as a licensed real estate salesperson. to attend such sales meetings and training programs as the Company may require...
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Obligations of Associate. Compliance with HIPAA’s Security Rule and the HITECH Act’s Privacy Provisions – As- sociate must comply with HIPAA’s Security Rule and the HITECH Act’s Privacy Provisions. Pursuant to this obligation, Associate must, at a minimum, perform a risk analysis, periodically reassess and update security protections, and implement reasonable and appropriate security pol- icies and procedures.
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Obligations of Associate. In consideration for the above benefits, the sufficiency of which is hereby acknowledged, Associate agrees to the following: Associate agrees, on behalf of himself, his heirs, successors and assigns, to release the Company, its affiliates and subsidiaries and their respective past and present officers, directors, stockholders, agents and employees (the "Released Parties") from any claims arising on or before the date Associate signs this agreement. This includes, but is not limited to, giving up any claims related in any way to Associate's employment by the Company or its affiliates, Associate's Employment Agreement with the Company and/or its affiliates, termination of Associate's employment relationship with the Company and/or its affiliates, and wages and other remuneration, including, but not limited to, any current or former bonus or other incentive plans or programs offered by the Company. This release of claims includes any claims, whether they are presently known or unknown, or anticipated or unanticipated by Associate. Because Associate is age 40 or older, his acceptance of this proposal also will release any and all claims under the federal Age Discrimination in Employment Act. Associate should not construe this reference to age discrimination claims as in any way limiting the general and comprehensive nature of the release of claims provided under this paragraph. Associate agrees to waive and give up any benefit conferred on Associate by any order or judgment issued in connection with any proceeding filed against the Released Parties regarding any claim released in this document; and Associate agrees to abide by the post-employment obligations set forth in his Employment Agreement dated March 26, 2001.
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Obligations of Associate 
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Related to Obligations of Associate

  • Obligations of Company In connection with the registration of the Registrable Securities, Company shall: (i) prepare promptly and file with the SEC the Registration Statement provided in Section 1(a) with respect to the Registrable Securities and thereafter to use reasonable commercial efforts to cause such Registration Statement relating to the Registrable Securities to become effective as soon as possible after such filing, and keep the Registration Statement effective at all times until two (2) years from the effective date of the Registration Statement (the “Registration Period”); submit to the SEC, within three (3) Business Days after Company learns that no review of the Registration Statement will be made by the staff of the SEC or the staff of the SEC has no further comments on the Registration Statement, as the case may be, a request for acceleration of the effectiveness of the Registration Statement to a time and date not later than forty-eight (48) hours after the submission of such request; notify the Holders of the effectiveness of the Registration Statement on the date the Registration Statement is declared effective; and, Company represents and warrants to, and covenants and agrees with the Holders that the Registration Statement (including any amendments or supplements thereto and prospectuses contained therein, at the time it is first filed with the SEC, at the time it is ordered effective by the SEC and at all times during which it is required to be effective hereunder) and each such amendment and supplement at the time it is filed with the SEC and all times during which it is available for use in connection with the offer and sale of Registrable Securities shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading; (ii) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to the Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to keep the Registration Statement effective at all times during the Registration Period, and during the Registration Period, comply with the provisions of the Act with respect to the disposition of all Registrable Securities covered by the Registration Statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the Holders as set forth in the Registration Statement; (iii) furnish, upon request, to the Holders (A) promptly after the same is prepared and publicly distributed, filed with the SEC or received by Company, one copy of the Registration Statement and any amendment thereto, each preliminary prospectus and prospectus and each amendment or supplement thereto, each letter written by or on behalf of Company to the SEC or the staff of the SEC and each item of correspondence from the SEC or the staff of the SEC relating to such Registration Statement (other than any portion of any thereof which contains information for which Company has sought confidential treatment) and (B) such number of copies of a prospectus, including a preliminary prospectus and all amendments and supplements thereto and such other documents, as any Holder reasonably may request in order to facilitate the disposition of the Registrable Securities; (iv) use reasonable commercial efforts to register and qualify the Registrable Securities covered by the Registration Statement under such securities or blue sky laws of such jurisdictions as the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being offered reasonably request and use reasonable efforts to (A) prepare and file in those jurisdictions such amendments (including post-effective amendments) and supplements to such registrations and qualifications as may be necessary to maintain the effectiveness thereof at all times until the end of the Registration Period, (B) take such other actions as may be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period and (C) take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however, that Company shall not be required in connection therewith or as a condition thereto (A) to qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 1(c)(iv), (B) to subject itself to general taxation in any such jurisdiction, (C) to file a general consent to service of process in any such jurisdiction or (D) to make any change in its Articles of Incorporation or Bylaws which the Board of Directors of Company determines to be contrary to the best interests of Company and its stockholders; (v) as promptly as practicable after becoming aware of such event or circumstance, notify the Holders of any event or circumstance of which Company has knowledge, as a result of which the prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and use its reasonable commercial efforts promptly to prepare a supplement or amendment to the Registration Statement to correct such untrue statement or omission, file such supplement or amendment with the SEC at such time as shall permit the Holders to sell Registrable Securities pursuant to the Registration Statement as promptly as practicable, and deliver a number of copies of such supplement or amendment to any Holder as such Holder may reasonably request; (vi) as promptly as practicable after becoming aware of such event, notify the Holders (or, in the event of an underwritten offering the managing underwriters) of the issuance by the SEC of any stop order or other suspension of effectiveness of the Registration Statement at the earliest possible time; (vii) permit one legal counsel designated by the Holders of at least sixty-six and two-thirds percent (662/3%) of the Registrable Securities being sold to review and comment on the Registration Statement and all amendments and supplements thereto a reasonable period of time prior to their filing with the SEC and to pay the reasonable fees and costs incurred by such counsel; (viii) make generally available to its security holders as soon as practical, but not later than one hundred and five (105) days after the close of the period covered thereby, an earnings statement (in form complying with the provisions of Rule 158 under the Securities Act) covering a twelve (12) month period beginning not later than the first day of Company’s fiscal quarter next following the effective date of the Registration Statement; (ix) during the period Company is required to maintain effectiveness of the Registration Statement pursuant to Section 1(c)(i), Company shall not bid for or purchase any Common Stock or other securities or any right to purchase Common Stock or other securities or attempt to induce any person to purchase any such security or right if such bid, purchase or attempt would in any way limit the right of the Holders to sell Registrable Securities by reason of the limitations set forth in Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (x) take all other reasonable actions necessary to expedite and facilitate disposition by the Holders of the Registrable Securities pursuant to the Registration Statement.

  • Obligations of Confidentiality 2.1 The Recipient shall keep the Disclosing Party's Confidential Information confidential and, except with the prior written consent of the Disclosing Party, shall: (a) not use or exploit the Confidential Information in any way except for the Purpose; (b) not disclose or make available the Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement; (c) not copy, reduce to writing or otherwise record the Confidential Information except as strictly necessary for the Purpose (and any such copies, reductions to writing and records shall be the property of the Disclosing Party); (d) keep separate the Confidential Information from all documents and other records of the Recipient; (e) apply the same security measures and degree of care to the Confidential Information as the Recipient applies to its own confidential information, which the Recipient warrants as providing adequate protection from unauthorised disclosure, copying or use; and (f) keep a written record of: any document or other Confidential Information received from the other in tangible form; any copy made of the Confidential Information. 2.2 The Recipient may disclose the Disclosing Party's Confidential Information to those of its Representatives who need to know this Confidential Information for the Purpose, provided that: (a) it informs its Representatives of the confidential nature of the Confidential Information before disclosure; (b) it procures that its Representatives shall, in relation to any Confidential Information disclosed to them, comply with this Agreement as if they were the Recipient and, if the Disclosing Party so requests, procure that any relevant Representative enters into a confidentiality agreement with the Disclosing Party on terms equivalent to those contained in this Agreement; and (c) it keeps a written record of these Representatives; and (d) it shall at all times be liable for the failure of any Representative to comply with the terms of this Agreement. 2.3 A Party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation any relevant securities exchange) or by a Court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other Party as much notice of this disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this Clause 2.3 , it takes into account the reasonable requests of the other Party in relation to the content of this disclosure, to the extent that it is legally permitted to do so. 2.4 The Recipient may, however, provided that the Recipient has reasonable grounds to believe that the Disclosing Party is involved in activity that may constitute a criminal offence under the Xxxxxxx Xxx 0000, disclose Confidential Information to the Serious Fraud Office without first notifying the Disclosing Party of such disclosure. 2.5 The Recipient shall establish and maintain adequate security measures (including any reasonable security measures proposed by the Disclosing party from time to time) to safeguard the Confidential Information from unauthorised access or use. 2.6 No Party shall make, or permit any person to make, any public announcement concerning this Agreement, the Purpose or its prospective interest in the Purpose without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed) except as required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange) or by any Court or other authority of competent jurisdiction. 2.7 No Party shall make use of the other Party's name or any information acquired through its dealings with the other Party for publicity or marketing purposes without the prior written consent of the other Party.

  • Obligations of Business Associate a. Business Associate agrees to not use or disclose Protected Health Information other than as permitted or required by this Agreement or as Required By Law. b. Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the Protected Health Information other than as provided for by this Agreement. c. Business Associate agrees to mitigate, to the extent practicable, any harmful effect that is known to Business Associate of a use or disclosure of Protected Health Information by Business Associate in violation of the requirements of this Agreement. d. Business Associate agrees to report to Covered Entity any use or disclosure of the Protected Health Information not provided for by this Agreement of which it becomes aware. e. Business Associate agrees to ensure that any agent, including a subcontractor, to whom it provides Protected Health Information received from, or created or received by Business Associate on behalf of Covered Entity, agrees to the same restrictions and conditions that apply through this Agreement to Business Associate with respect to such information. f. Business Associate agrees to provide access, at the request of Covered Entity, to Protected Health Information in a Designated Record Set to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. g. Business Associate agrees, at the request of the Covered Entity, to make any amendment(s) to Protected Health Information in a Designated Record Set that the Covered Entity directs or agrees to pursuant to 45 CFR 164.526. h. Unless otherwise prohibited by law, Business Associate agrees to make internal practices, books, and records, including policies and procedures and Protected Health Information, relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Davidson County Department of Social Services, in a time and manner designated by the Secretary, for purposes of the Davidson County Department of Social Services determining Covered Entity's compliance with the Privacy Rule. i. Business Associate agrees to document such disclosures of Protected Health Information and information related to such disclosures as would be required for Covered Entity to respond to a request by an Individual for an accounting of disclosures of Protected Health Information in accordance with 45 CFR 164.528, and to provide this information to Covered Entity or an Individual to permit such a response.

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