Performance of Services. The Contractor is responsible for fully meeting all obligations set forth in the Contract and for providing Product in accordance with the Contract or any Authorized User Agreement.
Performance of Services. Subcontractor may not subcontract more than 50% of the work subcontracted to it hereunder without written permission from the Bureau. Subcontractor will perform the Services strictly in accordance with any applicable plans and specifications as contained in the Prime Contract and the reasonable deadlines set by Contractor in view of the requirements of the Prime Contract, and in a good workmanlike manner consistent with industry standards, meeting all applicable local, state and federal laws, regulations and policies.
Performance of Services. (a) Contractor agrees to perform the services described on Exhibit “A” (hereinafter “Services”) on page 4 of this Agreement as an independent contractor. Contractor will determine the means, manner, method, and details of performing the Services. Contractor shall be responsible for providing the materials, tools, transportation, and workspace necessary for the performance of the services. Contractor may, at Contractor’s own expense, use non-District employees to perform the Services under this Agreement. Subcontractors may be used with the written approval of the District only.
(b) Contractor represents that Contractor has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of the District. Contractor shall be solely responsible for the professional performance of the services, and shall receive no assistance, direction, or control from District. Contractor shall have sole discretion and control of Contractor’s services and the manner in which they are performed.
Performance of Services. The Officer’s employment with the Company shall be subject to the following:
(a) Subject to the terms of this Agreement, the Company hereby agrees to employ the Officer as its Chief Medical Officer, commencing January 31, 2015 or such other date as may be mutually agreed upon by the parties (the date of commencement of employment, the “Effective Date”). In addition, the Officer shall serve as Chief Medical Officer of InVivo Therapeutics Corporation, the Company’s wholly owned subsidiary. The Officer shall be based at the Company’s headquarters in Cambridge, MA.
(b) While the Officer is employed by the Company, the Officer shall devote her full business time, energies and talents to serving as its Chief Medical Officer. The Officer may, however, serve on outside Boards, to the extent that such activities do not materially inhibit or prohibit the performance of the Officer’s duties under this Agreement or conflict in any material way with the business of the Company or any subsidiary.
(c) The Officer serves as a Section 16 officer of the company subject to the various regulatory filing responsibilities that must be met by directors, officers and principal stockholders as required by this section of the Securities and Exchange Act of 1934, as amended, and the related rules and regulations of the Securities and Exchange Commission.
(d) The Officer agrees that she shall perform her duties faithfully and efficiently subject to the directions of the Chief Executive Officer (“CEO”) and the Board of Directors of the Company (the “Board”). The Officer shall not, without her consent, be assigned tasks that would be inconsistent with those of the Chief Medical Officer. The Officer shall report to the CEO and shall have such authority, power, responsibilities and duties as are inherent in her position (and the undertakings applicable to her position) and necessary to carry out her responsibilities and the duties required of her hereunder.
(e) The Officer’s employment with the Company shall be “at-will”, which means that either the Officer of the Company may terminate the Officer’s employment at any time, for any reason, or for no reason, by providing notice thereof to the other party, subject to the terms of this Agreement. The Officer acknowledges that the Agreement does not constitute a contract of employment for any particular period of time or impose on the Company any obligation to retain the Officer as an employee. If the Officer’s employment with the Company ter...
Performance of Services. The Services hereunder have been and shall continue to be provided on the basis of the following terms and conditions:
(a) the Contractor shall report directly to the Board of Directors of the Company;
(b) the Contractor shall faithfully, honestly and diligently serve the Company and cooperate with the Company and utilize maximum professional skill and care to ensure that all services rendered hereunder, including the Services, are to the satisfaction of the Company, acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and
(c) the Company shall report the results of the Contractor's duties hereunder as may be requested by the Company from time to time.
Performance of Services. (a) Subject to Section 2.05 and unless otherwise provided with respect to a specific Service on the Schedules hereto, Service Provider shall perform (directly, through one (1) or more of its Subsidiaries, or through a Third Party service provider in accordance herewith), all Services to be provided in a manner that is substantially similar in all material respects to the analogous services provided by Service Provider or any of its applicable Subsidiaries to its applicable functional group or Subsidiary (collectively referred to as the “Level of Service”) during the one (1)-year period ending on the last day of Service Provider’s last fiscal quarter completed on or prior to the applicable Distribution Date (the “Service Baseline Period”).
(b) Nothing in this Agreement shall require Service Provider to perform or cause to be performed any Service to the extent that the manner of such performance would constitute a violation of any applicable Law or any existing contract or agreement with a Third Party. If Service Provider is or becomes aware that any such violation is reasonably likely, Service Provider shall use commercially reasonable efforts to promptly advise Service Recipient of such potential violation, and the applicable Parties shall mutually seek an alternative that addresses such potential violation. The Parties agree to cooperate in good faith and use commercially reasonable efforts to obtain any necessary Third Party consents required under any existing contract or agreement with a Third Party to allow Service Provider to perform, or cause to be performed, all Services to be provided hereunder in accordance with the standards set forth in this Section 2.02. Service Recipient shall reimburse Service Provider for all reasonable out-of-pocket costs and expenses (if any) to the extent incurred by Service Provider or any of its Subsidiaries at any time following the First Effective Time in connection with obtaining any such Third Party consent that is required to allow Service Provider to perform or cause to be performed such Services (it being understood that to the extent any such consent is required in respect of a Service to be provided to more than one Party hereunder, each applicable Service Recipient shall be responsible for fifty percent (50%) of such reimbursement); provided, however, that any such out-of-pocket cost or expense incurred in excess of one hundred thousand dollars ($100,000.00) shall require advance written approval of Service ...
Performance of Services. Contractor shall perform the services (the “Services”) and deliver to agency the deliverables (“Deliverables”) set forth in Exhibit A, the Statement of Work (the “Statement of Work”). The Statement of Work includes the delivery schedule for the Deliverables and Services. Contractor shall perform the Services in accordance with the terms and conditions of this Contract.
Performance of Services. (a) PROVIDER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer.
(b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT.
(c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT.
(d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo.
(e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law.
(f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.
Performance of Services. Executive agrees to devote Executive’s full business time and attention to the performance of Executive’s duties and responsibilities under this Agreement, and shall use Executive’s best efforts and discharge Executive’s duties to the best of Executive’s ability for and on behalf of the Bank and toward its successful operation. Executive agrees that, without the prior written consent of the Board, he will not during the Term, directly or indirectly, perform services for or obtain a financial or ownership interest in any other Entity (an “Outside Arrangement”) if such Outside Arrangement would interfere with the satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement. Executive shall promptly notify the Board of any Outside Arrangement, provide the Bank with any written agreement in connection therewith and respond fully and promptly to any questions that the Board may ask with respect to any Outside Arrangement. If the Board determines that Executive’s participation in an Outside Arrangement would interfere with Executive’s satisfactory performance of Executive’s duties to the Bank, present a conflict of interest with the Bank and/or Bancorp, breach Executive’s duty of loyalty or fiduciary duties to the Bank and/or Bancorp, or otherwise conflict with the provisions of this Agreement, Executive shall not undertake, or shall cease, such Outside Arrangement as soon as feasible after the Board notifies him of such determination. Notwithstanding any provision hereof to the contrary, this Section 4.2 does not restrict Executive’s right to own securities of any Entity that files periodic reports with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; provided that Executive’s total ownership constitutes less than two percent (2%) of the outstanding securities of such company.
Performance of Services. The Service Provider agrees to perform the administrative services and functions specified in Schedule B attached hereto (the “Services”) with respect to Shares owned by Plans and included in the Accounts.
