Common use of Obligations of the Service Provider Clause in Contracts

Obligations of the Service Provider. The Service Provider undertakes to provide the Customer with the services agreed with the Customer’s General Management. The Service Provider confirms and warrants that on the date of signature of the Contract, it is not bound by any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance of this Contract. The Service Provider confirms and warrants that it is not aware of any circumstance likely to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. The Service Provider warrants that it will provide the Services with professionalism, loyalty, punctuality and competence, in accordance with best practice. Specifically, the Service Provider undertakes to use all due diligence required for the proper performance of the Services and to allocate to the performance of said services the most appropriate material means, it being understood that it will be responsible for defining said means, without the Customer being able to interfere in any way whatsoever. The Service Provider undertakes to act honestly and impartially towards the Customer throughout the term of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8, the Service Provider shall decide on the choice of personnel to be assigned to the tasks covered by this Contract. Personnel may not receive any guidelines or instructions from the Customer. It shall remain subject to the sole authority of the Service Provider. The Service Provider undertakes to employ qualified personnel with the skills necessary for the performance of the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence for the provision of one of the Services, as stipulated in the article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writing.

Obligations of the Service Provider. 3.1 The Service Provider undertakes to provide the Customer services as set out in Schedule 1 to this agreement, Cleaning Services, in consideration of the payment as set out in Schedule 2 to this agreement. 3.2 Should the Company request and the Service Provider agrees to provide services additional to those specified in Schedule 1, the fees for those additional services shall be mutually agreed between the parties, but otherwise for all purposes of this Agreement the additional services shall be deemed to be included within the definition of Services. 3.3 The Services shall be carried out by the Service Provider with the services agreed with the Customer’s General Management. all reasonable skill and care, and in full compliance of relevant established current professional standards. 3.4 The Service Provider confirms shall indemnify the Company from all claims, actions or demands made by third parties against the Company, and warrants that on the date of signature all liabilities of the ContractCompany to third parties (collectively “Third Party Liabilities”) and from all damage, it losses, costs, expenses and payments whatsoever suffered or incurred by the Company either directly or in relation to Third Party Liabilities in respect of (a) personal injury to or the death of any person and any loss or destruction of or damage to property (not attributable to any default or neglect of the Company or of any person for whom the Company is not bound responsible) which shall have occurred in connection with the provision of the Services under this Agreement, (b) any defect in the Services, and (c) any breach by the Service Provider of any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance terms of this Contract. Agreement, including without limitation, clause 3.3 provided that the liability of the Service Provider to the Company under this Agreement, including without limitation, this clause 3.4, shall be limited to a maximum amount of £5 million, in respect of any one incident or series of related incidents and a maximum amount of £5 million, in respect of all and any incidents (whether or not related) arising during the term of this Agreement. 3.5 The Service Provider confirms shall take out and warrants that it is not aware maintain during the term of any circumstance likely this Agreement an insurance policy, with a reputable insurance company upon terms which are sufficient to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. cover his liabilities under this Agreement, including without limitation, his liabilities under 3.6 The Service Provider warrants that it will shall promptly provide to the Services with professionalism, loyalty, punctuality Company written reports on the discharge of his obligations under this Agreement as and competence, in accordance with best practice. Specifically, when these may be reasonably requested. 3.7 All communications and all information supplied to or obtained by the Service Provider undertakes to use all due diligence required for in the proper performance course of or as a result of the Services discharge of his obligations under this Agreement and all information relating to allocate any invention, improvement, report, recommendation or advice given to the performance Company by the Service Provider in pursuance of said services his obligations shall be treated by the most appropriate material meansService Provider as confidential and shall not be disclosed by him to any third party or published without prior written consent of the Company, it being understood that it will such consent not to be responsible for defining said means, without the Customer being able to interfere in any way whatsoever. unreasonably withheld. 3.8 The Service Provider undertakes that, in the event of his being unable personally to act honestly and impartially towards perform the Customer throughout Services in accordance with his obligations under this Agreement, he will provide by way of a substitute to perform the term Services in his place a fully qualified alternative service provider acceptable to the Company (the “Substitute”), provided that the provision of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8, Substitute shall be under a subcontract between the Service Provider shall decide on and the choice of personnel to be assigned to Substitute and that the tasks covered by this Contract. Personnel may not receive any guidelines or instructions from the Customer. It shall remain subject to the sole authority rights and obligations of the Service Provider. The Service Provider undertakes under this Agreement in relation to employ qualified personnel with the skills necessary for Company shall not be affected, nor shall the performance of Company be under an obligation to pay any fees to the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence Substitute for the provision of one by him of the Services, as stipulated in the article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writing.

Obligations of the Service Provider. 4.1 The Service Provider undertakes service provider is required to provide carry out all obligations envisaged in the Customer with recordal clause (clause 2) above, for the duration of this agreement. The nature of the services agreed with the Customer’s General Management. The Service Provider confirms and warrants that on the date of signature to be rendered is generally set out in annexure A attached hereto, which contains details around most of the Contractdeliverables. 4.2 The service provider undertakes, it where applicable, to protect, comply with, and adhere to, the AGSA’s corporate identity specifications and branding principles. 4.3 The services must conform to the highest quality standards at all times. 4.4 It is not bound by any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance a material term of this Contract. The Service Provider confirms and warrants contract that it is not aware of any circumstance likely to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. The Service Provider warrants that it service provider will provide the Services services, on the dates and times required by the AGSA, which dates and times have been conveyed by the AGSA and agreed to by the service provider. 4.5 The service provider shall familiarise itself with professionalismall the functions, loyaltyof the AGSA and shall provide the services within the contractual term. In addition, punctuality the service provider undertakes to conduct itself, during the contractual term of this agreement, in a professional and competenceethical manner in line with the Code of Professional Conduct and Ethics and the procedures on independence and ethical requirements of the AGSA. 4.6 The service provider guarantees that it shall perform all its duties professionally, and that all work prepared by it shall be conducted with the highest degree of skill, care and diligence expected of its profession or trade. 4.7 The service provider shall ensure, where applicable, that reasonable levels of care and responsibility are exercised when using items belonging to the AGSA in the performance of its obligations as set out in this agreement. Such items may not be used unless prior written permission has been received from the authorised representative of the AGSA. 4.8 The service provider shall conduct its affairs and activities in a manner to prevent any damage to the good name, reputation and standing of the AGSA, and may not undertake any activity which may, in the opinion of the AGSA, damage the good name, reputation and standing of the AGSA. 4.9 The service provider hereby accepts the appointment and undertakes to render the services in accordance with best practice. Specifically, the Service Provider undertakes to use all due diligence required for the proper performance terms of the Services and to allocate to the performance of said services the most appropriate material means, it being understood that it will be responsible for defining said means, without the Customer being able to interfere in any way whatsoever. The Service Provider undertakes to act honestly and impartially towards the Customer throughout the term of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8, the Service Provider shall decide on the choice of personnel to be assigned to the tasks covered by this Contract. Personnel may not receive any guidelines or instructions from the Customer. It shall remain subject to the sole authority of the Service Provider. The Service Provider undertakes to employ qualified personnel with the skills necessary for the performance of the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence for the provision of one of the Services, as stipulated in the article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writingagreement.

Obligations of the Service Provider. The Service Provider undertakes to provide the Customer with the services agreed with the Customer’s General Management. , and more generally anything that may reasonably be requested from it with its status as “Chairman of the Scientific Committee.” The Service Provider confirms and warrants that on the date of signature of the Contract, it is not bound by any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance of this Contract. The Service Provider confirms and warrants that it is not aware of any circumstance likely to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. The Service Provider warrants that it will provide the Services with professionalism, loyalty, punctuality and competence, in accordance with best practice. Specifically, the Service Provider undertakes to use all due diligence required for the proper performance of the Services and to allocate to the performance of said services the most appropriate material means, it being understood that it will be responsible for defining said means, without the Customer being able to interfere in any way whatsoever. The Service Provider undertakes to act honestly and impartially towards the Customer throughout the term of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8Article 6, the Service Provider shall decide on the choice of personnel to be assigned to the tasks covered by this Contract. Personnel may not receive any guidelines or instructions from the Customer. It shall remain subject to the sole authority of the Service Provider. The Service Provider undertakes to employ qualified personnel with the skills necessary for the performance of the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence for the provision of one of the Services, as stipulated in the article Article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writing.

Obligations of the Service Provider. 4.1 The Service Provider undertakes service provider is required to provide … at the Customer with AGSA head office and AGSA regional offices for the duration of this agreement. The nature of the services agreed with the Customer’s General Management. The Service Provider confirms and warrants that on the date of signature to be rendered is generally set out in annexure A attached hereto, which contains details around most of the Contractdeliverables. 4.2 The service provider undertakes, it where applicable, to protect, comply with, and adhere to, the AGSA’s corporate identity specifications and branding principles. 4.3 The services must conform to the highest quality standards at all times. 4.4 It is not bound by any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance a material term of this Contract. The Service Provider confirms and warrants contract that it is not aware of any circumstance likely to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. The Service Provider warrants that it service provider will provide the Services services, on the dates and times required by the AGSA, which dates and times have been conveyed by the AGSA and agreed to by the service provider. 4.5 The service provider shall familiarise itself with professionalismall the functions, loyaltyof the AGSA and shall provide the services within the contractual term. In addition, punctuality the service provider undertakes to conduct itself, during the contractual term of this agreement, in a professional and competenceethical manner in line with the Code of Professional Conduct and Ethics and the procedures on independence and ethical requirements of the AGSA. 4.6 The service provider guarantees that it shall perform all its duties professionally, and that all work prepared by it shall be conducted with the highest degree of skill, care and diligence expected of its profession or trade. 4.7 The service provider shall ensure, where applicable, that reasonable levels of care and responsibility are exercised when using items belonging to the AGSA in the performance of its obligations as set out in this agreement. Such items may not be used unless prior written permission has been received from the authorised representative of the AGSA. 4.8 The service provider shall conduct its affairs and activities in a manner to prevent any damage to the good name, reputation and standing of the AGSA, and may not undertake any activity which may, in the opinion of the AGSA, damage the good name, reputation and standing of the AGSA. 4.9 The service provider hereby accepts the appointment and undertakes to render the services in accordance with best practice. Specifically, the Service Provider undertakes to use all due diligence required for the proper performance terms of the Services and to allocate to the performance of said services the most appropriate material means, it being understood that it will be responsible for defining said means, without the Customer being able to interfere in any way whatsoever. The Service Provider undertakes to act honestly and impartially towards the Customer throughout the term of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8, the Service Provider shall decide on the choice of personnel to be assigned to the tasks covered by this Contract. Personnel may not receive any guidelines or instructions from the Customer. It shall remain subject to the sole authority of the Service Provider. The Service Provider undertakes to employ qualified personnel with the skills necessary for the performance of the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence for the provision of one of the Services, as stipulated in the article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writingagreement.

Obligations of the Service Provider. The Service Provider undertakes shall: 5.1 Render the Services in terms of prevailing laws of the Country. 5.2 Perform and observe all rules and regulations of IDBI Bank as may be applicable 5.3 Not do or cause to provide be done anything, which is prejudicial to the Customer interest of IDBI Bank or whereby the business or reputation of IDBI Bank may be injured or damaged. 5.4 Maintain in full force and effect all applicable licenses, permits, registrations and permissions as may be required for the purpose of rendering the Services under this Agreement and for matters incidental thereto. 5.5 Maintain all books of accounts, records, documents including accounting records and records relating to the Company Staff and the records require to be maintained, under this agreement. Such documents shall be maintained during the term of this Agreement and for a period of two years thereafter. 5.6 Shall comply with all statutes, rules and regulations applicable to it or to the Company Staff for fulfillment of the terms of this Agreement. 5.7 Engage requisite number of Company Staff for rendering of the Services in an efficient and timely manner and to supervise the work of Company Staff. 5.8 Ensure that necessary due diligence is done for all its Company Staff at the time of appointment of such Company Staff. 5.9 Be solely responsible and liable for payment of salaries, wages, bonuses, payroll taxes or accruals in respect of the Company Staff engaged for delivering the services under this agreement. 5.10 Be responsible for the documents/instruments handed over to/collected/received by Service Provider or its Staff and shall account for the same. 5.11 Shall not assign the agreement and or any of its obligations under this agreement to any third party without the prior written consent of the IDBI Bank. Sub contracting is not allowed. 5.12 Shall not enter into any agreement with any contractor or sub contractor in connection with the services agreed to be provided under the terms of this agreement without the prior written consent of IDBI Bank. 5.13 Shall not engage any person with criminal record/conviction and any such person shall be barred from participating directly or indirectly in providing the Services under this Agreement. 5.14 Meet with IDBI Bank's Personnel to discuss and review its performance and progress of the Services under this Agreement as may be stipulated by IDBI Bank. 5.15 Not to make any representations or statements on behalf of IDBI Bank and shall not enter into any contracts on behalf of IDBI Bank with any party / parties. 5.16 To clearly inform the Company Staff that they will have no claim whatsoever on IDBI Bank and shall not raise any industrial dispute, either directly or indirectly, with or against IDBI Bank, in respect of any of their service conditions or otherwise. 5.17 To provide all materials and equipments required by the Company Staff for the due performance of its obligations hereunder. 5.18 In the event, that the nature of the Services to be rendered by Service Provider require the Company Staff to enter the premises of IDBI Bank, Service Provider shall: a. Ensure that the Company Staff follow and comply with the Customer’s General Management. The Service Provider confirms and warrants that on the date of signature of the Contract, it is not bound instructions (oral or written or both) issued by any obligation or prohibition having the purpose or effect of affecting in any way the formation or performance of this Contract. The Service Provider confirms and warrants that it is not aware of any circumstance likely IDBI Bank to affect in any way the formation or performance of the Contract. This provision is essential and decisive for the Customer’s commitment. The Service Provider warrants that it will provide the Services with professionalism, loyalty, punctuality and competence, in accordance with best practice. Specifically, the Service Provider undertakes or to use all due diligence required the Company Staff from time to time in this regard. b. Use the area specifically allotted to Service Provider for the proper performance of rendering the Services and performing its obligations under this Agreement. c. Ensure that the Company Staff observes all security guidelines of IDBI Bank from time to allocate time. d. Keep the fixtures, fittings, equipment and documents and properties of IDBI Bank installed at area allotted to Service Provider, clean and in good condition and shall not inflict any damage whatsoever to these assets of IDBI Bank. 5.19 Where Service provider operates at locations outside the performance premises of said services the most appropriate material meansIDBI Bank, it being understood that it will be responsible for defining said means, without shall comply with all of IDBI Bank's standards / security procedures at such locations and shall deal promptly and courteously with the Customer being able to interfere in any way whatsoever. The Service Provider undertakes to act honestly and impartially towards the Customer throughout the term customers of the performance of the Contract. The Service Provider confirms that it has taken out all necessary insurance policies in order to cover all the liabilities that may result, at its expense, from the conclusion and performance hereof. Without prejudice to the provisions of article 8, IDBI Bank where the Service Provider shall decide on or the choice Company Staff are required to meet the customers. 5.20 Observe and perform all such additional conditions, covenants, undertakings that may be made from time to time by IDBI Bank in its sole discretion. 5.21 To compensate IDBI Bank for any loss and/or damage caused to IDBI Bank as a consequence of personnel to be assigned to the tasks covered by this Contract. Personnel may not receive any guidelines misconduct or instructions from the Customer. It shall remain subject to the sole authority of the Service Provider. The Service Provider undertakes to employ qualified personnel negligence, forgery, fraud committed in person or in collusion with the skills necessary for the performance third party by all or any of the Contract. It is specified, for any useful purpose, that the Service Provider may not use external consultants with a particular competence for the provision of one of the Services, as stipulated in the article INTUITU PERSONAE. The Service Provider shall remain solely liable for its authorised or non-authorised staff, employees, subcontractors. The Service Provider undertakes to comply with labour legislation and to be in good standing with the social and tax bodies. The Service Provider will regularly report on the Services rendered to the Customer. This report may be carried out by any means, unless the Customer requests the Service Provider to carry out this report in writingCompany Staff.