RECITALS AND ACKNOWLEDGEMENTS. As the basis for, and as further consideration for this Agreement, the parties hereto hereby acknowledge and agree as follows:
RECITALS AND ACKNOWLEDGEMENTS. (a) Contractor acknowledges that the Company is in the business of designing, marketing and distributing technology-based products to help people achieve better health and well-being. These products include medication administration reminders and a web-based patient monitoring system, including but not limited to Health-e-Connect (or “HeC”), intended to help optimize a patient’s health care plan and therapeutic benefit by improving compliance, communication and feedback.
(b) Contractor acknowledges that the Company wishes to engage Contractor’s services as an independent contractor to perform consultant services (as defined in “Services of Independent Contractor” section, below).
(c) Contractor acknowledges that, as a result of the engagement by the Company, Contractor will have access to unique, valuable, and confidential information of the Company including, but not limited to, its methods of operation, its marketing techniques and strategies, its pricing, its Suppliers (as defined below), its research and development information, and various forms of information concerning its Customers (as defined below) and their preferences, as well as personal interaction with the Customers, and in some instances, may be the only representative of the Company to personally interact with the Customers.
RECITALS AND ACKNOWLEDGEMENTS. 1.1 BP Exploration & Production Inc. (“BPXP”), Anadarko Petroleum Corporation (“APC”), and Anadarko E&P Company LP (“AEP”) are parties to the “Macondo Prospect Offshore Deepwater Operating Agreement” (the “Operating Agreement”), the “Lease Exchange Agreement,” and the “Ratification and Joinder of Operating Agreement Macondo Prospect,” all with an effective date of October 1, 2009, and related and ancillary agreements (collectively, and including the “Macondo Prospect Well Participation Agreement” dated as of October 1, 2009 to which BPXP and APC are parties, the “Contracts”). BPXP and APC currently own a 75% working interest and 25% working interest, respectively, in and to federal oil and gas lease OCS-G 32306 in block 252 of the Mississippi Canyon protraction area of the Gulf of Mexico (“MC252”), which is commonly called the Macondo Prospect. Although AEP previously owned a 22.5% record title interest in the MC252 lease, AEP assigned that interest to APC, effective April 1, 2010, prior to the Deepwater Horizon Incident. Hereafter, APC and AEP will be collectively referred to as “Anadarko.” Under the Operating Agreement, BPXP serves as Operator of the block and thereafter invoices the other co-owners for their working-interest share of expenditures, costs, and indebtedness relating to activities and operations under the Operating Agreement (“Costs”). BPXP has taken the position that billable Costs under the Operating Agreement include costs related to oil spills, including containment and removal equipment, the cost of control and cleanup, third-party claims, other resulting responsibilities under applicable laws and regulations, and a number of other categories of past and future expenditures related to spills. APC has not reimbursed BPXP for these Costs incurred after the Deepwater Horizon Incident, and has taken the position that the Operating Agreement does not require it to pay these Costs under the circumstances.
1.2 BPXP, Anadarko, and various of the BP Released Parties and Anadarko Released Parties (as defined below) are defendants or otherwise involved, or may in the future become involved, in lawsuits, arbitrations, administrative proceedings, regulatory proceedings, and criminal investigations and other proceedings arising out of or related to the Deepwater Horizon Incident (collectively, “the Litigation”). ***** INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN ...
RECITALS AND ACKNOWLEDGEMENTS. Birth Boot Camp and Instructor are parties to a Policies and Procedures Agreement (the “Instructor Agreement"), allowing Instructor the right to use Birth Boot Camp’s resources, training, goodwill and other Confidential and Proprietary Information (defined below);
RECITALS AND ACKNOWLEDGEMENTS. 1.1 BPXP and Cameron are defendants in lawsuits in state and federal courts arising out of or related to the Deepwater Horizon Incident, including lawsuits that have been consolidated in the multidistrict litigation pending before Judge Xxxx X. Xxxxxxx in the United States District Court for the Eastern District of Louisiana (“MDL 2179”). BPXP and Cameron may also be sued, have Claims made against them, or be subject to investigation in future lawsuits, administrative or regulatory proceedings, or government investigations or prosecutions related to and arising out of the Deepwater Horizon Incident. The present and future Claims, administrative and/or regulatory proceedings, or investigations related to and arising out of the Deepwater Horizon Incident in which BPXP and Cameron are or become parties or are otherwise involved shall be referred to collectively and individually as “the Litigation.”
1.2 BPXP and Cameron each acknowledge that the Deepwater Horizon Incident was the product of complex and interlinked causes involving multiple parties from which the entire industry can and should learn in order to improve safety in the drilling industry, including standard specifications for blowout preventers and other drill through equipment. Accordingly, BPXP and Cameron commit to working together to improve processes and procedures, managerial systems, specifications, and safety and best practices in offshore drilling operations. BPXP and Cameron will encourage other companies in the drilling industry to join them in this improvement and reform effort.
1.3 BPXP and Cameron desire to resolve the disputes between them related to and arising out of the Deepwater Horizon Incident. BPXP and Cameron desire to resolve any and all disputes between them as to any alleged liability to the other related to or arising out of the Deepwater Horizon Incident, whether such disputes sound in contract or tort or otherwise, as and to the extent provided herein.
1.4 BPXP and Cameron each have determined independently that it is in their best interests to reach a global settlement regarding the Litigation. This Agreement is not an admission of any liability by any party regarding the Deepwater Horizon Incident. The Parties agree and acknowledge that this Agreement has been reached after arm’s length negotiations, with each Party compromising its Claims and defenses for value that it considers to be fair and reasonable in view of the risks and costs associated with litigation.
RECITALS AND ACKNOWLEDGEMENTS. I acknowledge that the Company is in the business of designing, marketing and distributing technology-based products to help people achieve better health and well-being. These products include medication administration reminders and a web-based patient monitoring system, including but not limited to Health-e-Connect (or HeC”), intended to help optimize a patient’s health care plan and therapeutic benefit by improving compliance, communication and feedback. (b) I acknowledge that the Company wishes to engage my services as an independent contractor to perfom1 as Director, Commercial Strategy and External Affairs (as defined in “Services of Independent Contractor” section. below).
