Performance by Independent Contractors Sample Clauses

Performance by Independent Contractors. Lian may contract or delegate any portion of its obligations hereunder to a contractor subject to the terms and condition of Section 14.8 (Affiliates, Sublicensees, and Contractors).
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Performance by Independent Contractors. Lian may contract or delegate any portion of its obligations hereunder to a contractor subject to the terms and condition of Section 14.8 (Affiliates, Sublicensees, and Contractors); provided that Lian [***]. Lyra is responsible for the compliance of its Affiliates and contractors with the terms and conditions of this Agreement, and any act or omission of an Affiliate or contractor that would be a breach of this Agreement if performed by Lyra will be deemed to be a breach by Lyra under this Agreement. For clarity, Lian shall have no right to contract or delegate its obligations hereunder to any Affiliate of Lian or any contractor, CMO or other Third Party, in each case, under terms permitting the performance of any activities related to any Licensed Product outside the Territory, including any Manufacture (for any purpose) of any Licensed Product outside the Territory.
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Performance by Independent Contractors. Each Party may contract or delegate any portion of its obligations or activities hereunder to a Third Party contractor subject to the terms and condition of Section 15.8 and provided that, (a) the contractor shall be appropriately qualified to conduct the activities it is engaged to conduct under this Agreement; (b) the contractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information, that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to ARTICLE IX hereof; and (c) the contractor undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property that GSK deems to be material to the Development, Manufacture or Commercialization of a Licensed Antibody or Licensed Product developed in the course of performing any such work to the corresponding Party. ​
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Performance by Independent Contractors. BioNova may contract or delegate any portion of its obligations hereunder to a contractor (including a Subcontractor) subject to the terms and condition of the applicable provisions of Section 3.2 and Section 16.8.
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Performance by Independent Contractors. Licensee may contract or delegate any portion of its obligations hereunder to an Affiliate, Sublicensee or contractor, subject to the terms and conditions of Section 14.9 and, with respect to the Manufacture of the Licensed Product, Section 4.1 and Section 4.2; provided that Licensee shall keep Company informed through the JSC of each subcontract entered into therewith, specifying the name of the contract service provider and the material terms (including duration) of the subcontract. Licensee is responsible for the compliance of its Affiliates, Sublicensees and contractors with the terms and conditions of this Agreement, and any act or omission of an Affiliate, a sublicensee or subcontractor that would be a material breach of this Agreement if performed by Licensee will be deemed to be a material breach by Licensee under this Agreement. For clarity, Licensee shall have no right to contract or delegate its obligations hereunder to any Affiliate of Licensee or any contractor, CMO or other Third Party, in each case, under terms permitting the performance of any activities related to the Compound or Licensed Product outside the Territory, including any Manufacture (for any purpose) of any Licensed Product or any Compound contained therein outside the Territory.
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Performance by Independent Contractors. Licensee may contract or delegate any portion of its obligations hereunder to a contractor subject to the terms and condition of Section 14.8.
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Performance by Independent Contractors. ORIC may contract or delegate any portion of its obligations hereunder to a contractor subject to the terms and condition of Section 14.8 and provided that, the contractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information, that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to ARTICLE VIII thereof.
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Performance by Independent Contractors. (a) Ultragenyx may contract or delegate any portion of its obligations or activities hereunder to a Third Party contractor subject to the terms and condition of Section 14.8 and (b) Abeona may contract or delegate any portion of its obligations or activities hereunder to a Third Party contractor to the extent set forth in the Transition Plan or with the prior written authorization of Ultragenyx, in each case ((a) and (b)) provided that, (i) the contractor is appropriately qualified to conduct the activities it is engaged to conduct under this Agreement; (ii) the contractor undertakes in writing commercially reasonable obligations of confidentiality and non-use regarding Confidential Information, that are substantially the same as those undertaken by the Parties with respect to Confidential Information pursuant to ARTICLE 8 hereof (but of shorter duration if customary); and (iii) the contractor undertakes in writing to assign or exclusively license back (with the right to sublicense) all intellectual property that Ultragenyx deems to be material to the Exploitation of a Licensed Product that results from performing any such work to the corresponding Party.
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Performance by Independent Contractors. CANbridge may contract or delegate any portion of its obligations hereunder to a contractor subject to the terms and condition of Section 14.9 (Affiliates, Sublicensees, and Contractors).
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Related to Performance by Independent Contractors

  • Independent Contractor Benefits It is the express intention of the Company and Consultant that Consultant performs the Services as an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an employee or entitling Consultant to any of benefits otherwise provided to employees of the Company. Consultant acknowledges and agrees that Consultant is obligated to report as income all compensation received by Consultant pursuant to this Agreement. Consultant agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.

  • Performance by Affiliates Each Party may discharge any obligations and exercise any right hereunder through any of its Affiliates. Each Party hereby guarantees the performance by its Affiliates of such Party’s obligations under this Agreement, and shall cause its Affiliates to comply with the provisions of this Agreement in connection with such performance. Any breach by a Party’s Affiliate of any of such Party’s obligations under this Agreement shall be deemed a breach by such Party, and the other Party may proceed directly against such Party without any obligation to first proceed against such Party’s Affiliate.

  • Employees and Independent Contractors Schedule 3.16 is a list of all of the employees of the Acquired Companies and (a) their titles or responsibilities; (b) their social security numbers; (c) their dates of hire; (d) their current salaries or wages and all bonuses, commissions and incentives paid at any time during the past twelve months; (e) their last compensation changes and the dates on which such changes were made; (f) any specific bonus, commission or incentive plans or agreements for or with them; and (g) any outstanding loans or advances made to them. Schedule 3.16 is a list of all sales representatives and independent subcontractors or contractors engaged by the Acquired Companies and (a) their payment arrangements (if not set forth in a Contract listed or described on Schedule 3.15); and (b) brief description of their jobs or projects currently in progress. Except as limited by any Contracts listed on Schedule 3.15 and except for any limitations of general application which may be imposed under applicable employment Laws, each of the Acquired Companies has the right to terminate the employment of each of its employees at will and to terminate the engagement of any of its independent contractors without payment to such employee or independent contractor other than for services rendered through termination and without incurring any penalty or liability other than liability for severance pay and benefits in accordance with such company's disclosed severance pay policy and benefits due terminated employees. Neither the Transactions, nor the termination of the employment of any employees of any of the Acquired Companies prior to or following the consummation of the Transactions could result in any of the Acquired Companies making or being required to make any "excess parachute payment" as that term is defined in Section 280G of the Code. To the knowledge of CTC, each of the Acquired Companies is in full compliance in all material respects with all Laws respecting employment practices. None of the Acquired Companies has ever been a party to or bound by any union, collective bargaining or similar Contract, nor is any such Contract currently in effect or being negotiated by or on behalf of any of the Acquired Companies. Since the respective incorporation or formation dates of each of the Acquired Companies, none of the Acquired Companies has experienced any labor problem that was or is material to it. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past employees has signed an employee or confidentiality agreement which contains certain restrictive covenants substantially in the form attached to Schedule 3.16. Except as set forth on Schedule 3.16, each of the Acquired Companies' current and past contractors or consultants has signed agreements with the Acquired Companies containing restrictions that protect the proprietary and confidential information of the Acquired Companies and vest in the Acquired Companies the full ownership of items developed by such contractor. Except as indicated on Schedule 3.16, since January 1, 2000, to the knowledge of CTC, no employee of any of the Acquired Companies having an annual salary of $50,000 or more has indicated an intention to terminate or has terminated his or her employment with such company. To the knowledge of CTC, the Transactions will not adversely affect relations with any material employee of the Acquired Companies.

  • Employees; Independent Contractors During Executive's employment and the One Year Limitation Period, Executive will not, without Company's prior written consent, call upon, solicit, recruit, or assist others in calling upon, soliciting or recruiting any person who is or was an employee of Company during the One Year Restrictive Period.

  • Xxxxxx Independent Contractor Xxxxxx shall be an independent contractor and neither Xxxxxx nor any of its officers or employees as such is or shall be an employee of the Fund. Xxxxxx is responsible for its own conduct and the employment, control and conduct of its agents and employees and for injury to such agents or employees or to others through its agents or employees. Xxxxxx assumes full responsibility for its agents and employees under applicable statutes and agrees to pay all employer taxes thereunder. Xxxxxx will maintain at its own expense insurance against public liability in such an amount as the Trustees of the Fund may from time to time reasonably request.

  • Independent Contractor Status The Sub-Adviser shall for all purposes hereof be deemed to be an independent contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Trust or the Advisers in any way or otherwise be deemed an agent of the Fund or the Advisers.

  • Status as Independent Contractor The Advisor shall perform its services as an independent contractor and not as an employee of the Company or affiliate thereof. It is expressly understood and agreed to by the parties that the Advisor shall have no authority to act for, represent or bind the Company or any affiliate thereof in any manner, except as may be expressly agreed to by the Company in writing. In rendering such services, the Advisor will be acting solely pursuant to a contractual relationship on an arm’s-length basis. This Agreement is not intended to create a fiduciary relationship between the parties and neither the Advisor nor any of the Advisor’s officers, directors or personnel will owe any fiduciary duty to the Company or any other person in connection with any of the matters contemplated by this Agreement.

  • Independent Contractors Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

  • Performance by Seller Seller shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed or complied with by each of them, on or before the Closing Date.

  • Independent Contractor; Authority Notwithstanding the Services provided by the Administrator pursuant to this Agreement, the Administrator shall be deemed to be an independent contractor with respect to the Services. The management, policies and operations of the Parties (including the ultimate approval of the making or disposition of the Painting by the Issuer or Masterworks Cayman, and the terms and conditions thereof) shall be the responsibility of the Parties other than the Administrator.

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