Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards. 3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products. 3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement. 3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement 3.5. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee. 3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence. 3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities. 3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware. 3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent. 3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 28 contracts
Samples: Professional Services, Professional Services, Professional Services Agreement
Responsibilities of Vendor. 3.1. 3.1 Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Vendor or Vendor, its subcontractors and its and their principals, officers, ’s employees and or agents under this Agreement. In performing the specified servicesServices, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products Services and deliverables furnished pursuant to this Agreement comply with the DDOC policies and standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to with DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to with DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor to assure that all Services and products of its effort efforts are technically sound and in conformance with all pertinent Federalfederal, State state and Local local statutes, codes, ordinances, resolutions and other regulationsregulations including DDOC policies. Vendor will not provide a Service or produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. 3.3 Permitted or required approval by Delaware of any products Services or services reports furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services Services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. 3.4 All of the services Services specified by this Agreement shall be performed by the Project Manager, Vendor or by Vendor’s associates and employees or agents under the personal supervision of the Project ManagerVendor. The positions anticipated include: Project Team Title % of Project Involvement
3.5. Designation of persons for each position is subject Prior to review performing any work under this Agreement, Vendor and approval Vendor’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware. Should the staff need DDOC may refuse access to be diverted off the project any Delaware facility or to any sensitive information possessed or controlled by Delaware for what any person whose criminal history or background check results are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is not acceptable to both partiesDDOC, in its sole and absolute discretion.
3.5 [Reserved.]
3.6 In accordance with Policy 16.1 and the Department of Correction’s Annual Training Plan, as well as agree to an acceptable replacement plan to fill or established by the Employee Development Center, the vendor must complete the work assigned Contractual Staff Orientation prior to this project staff position. Replacement staff persons are subject to review job assignment and approval by Delaware. If Vendor fails to make a required replacement within 30 days, any other mandatory training annually identified in the plan.
3.7 Delaware may terminate this Agreement for defaultdefault if at any time it learns that Vendor’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Vendor is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yields results that are not acceptable to DDOC, in its sole and absolute discretion, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a suitable employeeemployee or agent.
3.6. 3.8 Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. 3.9 Vendor agrees that its officers he and his employees and agents will cooperate with Delaware in the performance of services Services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. 3.10 Vendor has or will retain such employees or agents as it Vendor may need to perform the services Services required by this Agreement. Such employees or agents shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. 3.11 Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.12 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 2 contracts
Samples: Professional Services, Professional Services
Responsibilities of Vendor. 3.14.1. Vendor shall be solely responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by VendorServices, its subcontractors and its and their principals, officers, employees and agents under this Agreementincluding the quality of any third-party solutions. In performing the specified servicesServices, Vendor shall follow practices consistent with adhere to generally accepted professional and technical standardsstandards and comply with all applicable federal, state and local laws, ordinances, codes and regulations.
4.2. Vendor shall execute and comply with the requirements of the Confidentiality (Non-Disclosure) and Integrity of Data Agreement attached as Exhibit 1.
4.3. It shall be Vendor’s duty to assure that Vendor does not compromise the security, confidentiality, or integrity of information maintained by the State. In providing Services, Vendor will meet or exceed the standards set forth in the most current version of the “CIS Controls” located at xxxx://xxx.xxxx.xxx/critical-security-controls/ unless the State in writing has authorized Vendor to ignore a standard or employ compensating controls to achieve the same objective(s) of one or more CIS Controls.
4.4. Vendor shall be responsible for ensuring that all services, products security breaches involving State data caused by Vendor.
4.5. Vendor shall execute and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology Cloud Services Terms and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and Conditions Agreement attached as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (Exhibit 2) modify it to conform to DTI standards.
4.6. Vendor shall be execute and remain liable in accordance comply with the terms of this Data Usage Terms and Conditions Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standardsattached as Exhibit 3.
3.24.7. It shall be the duty of the Vendor to assure is responsible for assuring that all products of its effort Services and deliverables are technically sound and in conformance with all pertinent Federalapplicable federal, State state and Local local statutes, codes, ordinances, resolutions and other regulationsregulations applicable to the Services. Vendor will not knowingly provide access to software, or produce a work product product, that violates or infringes on any copyright copyright, trademark, patent or patent other intellectual property rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.34.8. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. DelawareOST’s review, approval, acceptance, or payment for any of Vendor’s services herein Services shall not be construed to operate as an admission or acknowledgement of any fact or circumstance, or a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreementotherwise, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all any direct damages to Delaware caused by Vendor’s negligent performance or failure to perform under this Agreement.
3.44.9. Vendor shall appoint a Project Manager senior employee who will manage the performance of services. All their respective Services and act as the single point of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvementcontact to OST.
3.5. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default4.10. Upon receipt of written notice from Delaware OST that an a senior employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a an employee suitable employeeto OST.
3.64.11. Unless legally prohibited by law or its contractual obligations, Vendor shall furnish notify OST in writing of any investigation, examination or other proceeding involving Vendor, or any key personnel or designated staff thereof, including a subcontractor retained to Delaware’s perform a Service or any key personnel or designated representative copies staff of all correspondence a subcontractor, commenced by any regulatory or law enforcement agency and involving allegations of fraud or illegal conduct related to regulatory agencies any Service provided or perform by Vendor under the Agreement. For clarity and for review prior avoidance of doubt, the term “subcontractor,” as used in the Agreement, shall mean such third-party service provider or person hired by Vendor to mailing such correspondenceprovide a Service under this Agreement specifically for the State or OST.
3.74.12. Vendor agrees that its officers senior employee and employees other key personnel or designated staff will cooperate with Delaware OST in the performance of services under this Agreement Services and will be available for consultation with Delaware at such OST upon reasonable times with advance notice as to not conflict with their other responsibilitiesrequest.
3.84.13. Vendor has or will retain such employees as it they may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of DelawareServices.
3.94.14. Vendor will not use DelawareOST’s or the State’s name, either express or implied, in any of its advertising or sales materials without DelawareOST’s express prior written consent.
3.104.15. The rights Vendor warrants that Vendor is properly licensed, registered and remedies of Delaware provided for authorized to transact business and perform Services in this Agreement are in addition the State.
4.16. Vendor will provide to any other rights and remedies provided OST audited financial statements as reasonably requested by lawOST.
Appears in 2 contracts
Samples: Custodial Account Agreement, Master Directed Trust Agreement
Responsibilities of Vendor. 3.14.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Vendor shall follow practices consistent with generally accepted professional and technical standardsstandards and comply with all applicable federal, state and local laws, ordinances, codes and regulations.
4.2. Vendor shall be responsible for ensuring that all servicesServices, additional work, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Delaware’s Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any serviceService, additional work product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.24.2.1 Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all Services furnished to Delaware. Vendor shall follow practices consistent with generally accepted professional and technical policies and standards. Vendor shall be responsible for ensuring that all Services, products, and deliverables furnished to Delaware are consistent with practices utilized by, or policies and standards promulgated by, DTI published at xxxx://xxx.xxxxxxxx.xxx/information/standards-policies.shtml. If any service, product or deliverable furnished by Vendor does not conform to DTI’s policies, standards or general practices, Vendor shall at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI’s policies, standards or practices.
4.2.2 DTI is responsible for safeguarding the confidentiality and integrity of data in Delaware’s computer files regardless of the source of those data or medium on which they are stored; e.g., electronic data, computer output microfilm (COM), tape, or disk. Computer programs developed to process Delaware agency data shall not be modified without the prior knowledge and written authorization of DTI. All data generated from the original source data, shall be the property of Delaware. The control of the disclosure of those data shall be retained by Delaware and DTI. Vendor is required to agree to the requirements in the Confidentiality (Non- Disclosure) and Integrity of Data Agreement (“Data Agreement”), which is attached as Exhibit 4 and made a part of this Agreement. Vendor employees, individually, may be required to sign the Data Agreement prior to beginning any work.
4.2.3 As computer, network, and information security are of paramount concern, Delaware wants to ensure that computer/network hardware and software do not compromise the security of its IT infrastructure. Therefore, Vendor, is guaranteeing that any system or software meets or exceeds the Top 20 Critical Security controls located at: xxxx://xxx.xxxx.xxx/critical-security-controls/.
4.2.4 It shall be Vendor’s duty to assure that all products of its effort do not cause, directly or indirectly, any unauthorized acquisition of data that compromises the security, confidentiality, or integrity of information maintained by Delaware. Vendor’s agreement shall not limit or modify, liability for information security breaches, and Vendor shall indemnify and hold harmless Delaware, its agents and employees, from any and all liability, suits, actions or claims, together with all reasonable costs and expenses (including attorneys’ fees) arising out of such breaches. In addition to all rights and remedies available to it in law or in equity, Delaware shall subtract from any payment made to Vendor all damages, costs and expenses caused by such information security breaches that have not been previously paid to Vendor.
4.2.5 Multifunction peripherals must be hardened when used or connected to the network. They should be configured to xxxxxx the network protocols used, management services, processing services (print, copy, fax, and scan), logging, and physical security. Care shall be taken to ensure that any Delaware non- public data is removed from memory before service calls and/or equipment disposal. Electronic information storage devices (hard drives, tapes, diskettes, compact disks, USB, multifunction peripherals, etc.) shall be disposed of in a manner corresponding to the classification of the stored information, up to and including physical destruction.
4.2.6 Vendor shall be responsible for complying with the Terms and Conditions for Cloud Providers and External Hosting listed in Exhibit 5.
4.3. It shall be the duty of the Vendor to assure that all products of its effort Services are technically sound and in conformance with all pertinent Federalfederal, State state and Local local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work productsproduct.
3.34.4. Permitted or required approval by Delaware of any products or services furnished Services by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its such work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein Services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.44.5. Vendor shall appoint a Project Manager senior employee who will manage the performance of servicesServices and act as the single point of contact to the Board and Delaware. All of the services specified by this Agreement Services shall be performed by the Project Managersuch employee, or by Vendor’s associates and employees under the direct personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvementsuch employee.
3.54.6. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work originally assigned to this the diverted project staff positionat no cost to Delaware. Replacement Selected replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a an employee suitable employeeto Delaware.
3.64.7. Vendor shall furnish to Delaware’s designated representative Designated Contact (as defined in Section 19 below) copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.74.8. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement Services and will be available for consultation with Delaware at such reasonable times with advance notice so as to not conflict with their other responsibilities.
3.84.9. Vendor has or will retain such employees as it may need to perform the services required by this AgreementServices. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.94.10. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.104.11. The rights Vendor and remedies of all subcontractors represent that they are properly licensed and authorized to transact business in Delaware as provided for in this Agreement are in addition 30 Del. C. §2502.
4.12. Vendor will provide financial statements to any other rights and remedies provided by lawDelaware as requested, whether or not the vendor is a privately-held or publicly-held company.
Appears in 1 contract
Samples: Professional Services Agreement
Responsibilities of Vendor. 3.1. 3.1 Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("“DTI"”) published at xxxx://xxx.xxxxxxxx.xxx/, xxxx://xxx.xxxxxxxx.xxx and as modified from time to time by DTI during the term of on this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, shall at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions resolutions, licensing standards and other regulations. Vendor shall immediately notify Delaware in writing of any change in the status of any Vendor license, accreditation or certification that is directly related to vendor’s duties under this Agreement. Vendor will not produce a work product that violates or infringes on any copyright or of patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. 3.3 Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, acceptance or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. 3.4 Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this the Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision supervising of the Project Manager. The positions anticipated include: Project Team Manager Title % of Project InvolvementInvolvement First_Name Last_Name Title 100%
3.5. 3.5 Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that than an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. 3.6 Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. 3.7 Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times time with advance notice as to not conflict with their other responsibilities.
3.8. 3.8 Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. 3.9 Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.10 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Lead Title % of Project Involvement
3.5. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor 3.1 VENDOR shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by VendorVENDOR, its subcontractors and its and their principals, officers, employees employees, and agents under this Agreement. In performing the specified services, Vendor VENDOR shall follow practices consistent with generally accepted professional and technical standards. Vendor VENDOR shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product product, or deliverable furnished pursuant to this Agreement does not conform to with DTI standards, Vendor VENDOR shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to with DTI standards. Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor VENDOR to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor VENDOR will not produce a work product that violates or infringes on any copyright or patent rights. Vendor VENDOR shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. 3.3 Permitted or required approval by Delaware of any products or services furnished by Vendor VENDOR shall not in any way relieve Vendor VENDOR of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of VendorVENDOR’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s performance or failure to perform under this Agreement.
3.4. Vendor 3.4 VENDOR shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by VendorXXXXXX’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project InvolvementInvolvement Xxxxx Xxxxxx Business Manager 100%
3.5. 3.5 Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor VENDOR will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor VENDOR fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor VENDOR is unsuitable to Delaware for good cause, Vendor VENDOR shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor 3.6 VENDOR shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor 3.7 VENDOR agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor 3.8 VENDOR has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor 3.9 VENDOR will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.10 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Manager Title % of Project Involvement
3.5. Involvement ___________________ _Director_____________ _______100%___________ Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law. A project schedule is included in Appendix A. Any delay of services or change in sequence of tasks must be approved in writing by Delaware. In the event that Vendor fails to complete the project or any phase thereof within the time specified in the Contract, or with such additional time as may be granted in writing by Delaware, or fails to prosecute the work, or any separable part thereof, with such diligence as will insure its completion within the time specified in this Agreement or any extensions thereof, Delaware shall suspend the payments scheduled as set forth in Appendix A. In connection with Vendor's provision of the Services, Delaware shall perform those tasks and fulfill those responsibilities specified in the appropriate Appendices. Delaware agrees that its officers and employees will cooperate with Vendor in the performance of services under this Agreement and will be available for consultation with Vendor at such reasonable times with advance notice as to not conflict with their other responsibilities. The services performed by Vendor under this Agreement shall be subject to review for compliance with the terms of this Agreement by Delaware’s designated representatives. Delaware representatives may delegate any or all responsibilities under the Agreement to appropriate staff members, and shall so inform Vendor by written notice before the effective date of each such delegation. The review comments of Delaware’s designated representatives may be reported in writing as needed to Vendor. It is understood that Delaware’s representatives’ review comments do not relieve Vendor from the responsibility for the professional and technical accuracy of all work delivered under this Agreement. Delaware shall, without charge, furnish to or make available for examination or use by Vendor as it may request, any data which Delaware has available, including as examples only and not as a limitation: Copies of reports, surveys, records, and other pertinent documents; Copies of previously prepared reports, job specifications, surveys, records, ordinances, codes, regulations, other documents, and information related to the services specified by this Agreement. Vendor shall return any original data provided by Delaware. Delaware shall assist Vendor in obtaining data on documents from public officers or agencies and from private citizens and business firms whenever such material is necessary for the completion of the services specified by this Agreement. Vendor will not be responsible for accuracy of information or data supplied by Delaware or other sources to the extent such information or data would be relied upon by a reasonably prudent contractor. Delaware agrees not to use Vendor’s name, either express or implied, in any of its advertising or sales materials. Vendor reserves the right to reuse the nonproprietary data and the analysis of industry-related information in its continuing analysis of the industries covered.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager Primary Contact who will manage have the authority within VENDOR NAME to ensure the performance of services. All of the all services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project ManagerAgreement. The positions anticipated includePrimary Contact will be: Project Team Title % of Project InvolvementName Title
3.5. Designation of persons for each position Primary Contact is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor the Primary Contact is unsuitable to Delaware for good cause, Vendor VENDOR shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
3.11. During the Design Phase, Vendor shall provide Delaware with a data dictionary or conceptual data model as identified in the RFP.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement.
3.5. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services Agreement
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, Vendor or by Vendor’s associates and employees or agents under the personal supervision of the Project ManagerVendor. The positions anticipated include: Project Team Title % of Project InvolvementPrior to performing any work under this Agreement, Vendor and Vendor’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion.
3.5. Designation In accordance with the Federal Prison Rape Elimination Act of persons 2003, and Delaware Department of Correction Policy Number 8.60 "Prison Rape Elimination Act", the Vendor agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the Department of Correction, Employee Development Center, within thirty (30) days of entering into contract. Vendor, Vendor’s staff (including volunteers and subcontractors) agree to abide by Department of Correction Policy 8.60. The Vendor acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. In addition, all substantiated cases will be referred to the Delaware Department of Justice for each position prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If the Department policy is subject to review and approval by Delaware. Should modified, the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately be notified and work out a transition plan that shall comply. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is acceptable to both partiesavailable online at:
3.6. In accordance with Policy 16.1 and the Department of Correction’s Annual Training Plan, as well as agree to an acceptable replacement plan to fill or established by the Employee Development Center, the Vendor must complete the work assigned Contractual Staff Orientation prior to this project staff positionjob assignment and any other mandatory training annually identified in the plan.
3.7. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for defaultdefault if at any time it learns that Vendor’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Vendor is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yields results that are not acceptable to DDOC, in its sole and absolute discretion, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a suitable employeeemployee or agent.
3.63.8. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.73.9. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.83.10. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.93.11. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.103.12. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services Agreement
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulationsregulations including DDOC policies. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. All of the services specified by this Agreement shall be performed by the Provider or by Provider’s employees or agents under the personal supervision of the Provider. Prior to performing any work under this Agreement, Provider and Provider’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware and shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion.
3.5. In accordance with the Federal Prison Rape Elimination Act of 2003, and Delaware Department of Correction Policy Number 8.60 "Prison Rape Elimination Act", the Provider agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the Department of Correction, Employee Development Center, within thirty (30) days of entering into contract. Provider, Provider staff’s (including volunteers and subcontractors) agree to abide by Department of Correction Policy 8.60. The Provider acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If the Department policy is modified, the Provider will be notified and shall comply. A copy of the current State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act” is available online at:
3.6. In accordance with Policy 16.1 and the Department of Correction’s Annual Training Plan, as established by the Employee Development Center, the Provider may be required to complete the Contractual Staff Orientation prior to job assignment and any other mandatory training that may be applicable in the Annual Training Plan.
3.7. Delaware may terminate this Agreement for default if at any time it learns that Xxxxxxxx’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Provider is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yields results that are not acceptable to DDOC, in its sole and absolute discretion, Provider shall remove such employee from the performance of Services and substitute in his/her place a suitable employee or agent.
3.8. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement
3.53.9. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.63.10. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.73.11. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.83.12. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.93.13. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.103.14. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor 3.1 VENDOR shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by VendorVENDOR, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor VENDOR shall follow practices consistent with generally accepted professional and technical standards. Vendor VENDOR shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, xxxx://xxx.xxxxxxxx.xxx/ and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to with DTI standards, Vendor VENDOR shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to with DTI standards. Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor VENDOR to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor Delaware understands that forecasting data is not an absolute science and predictions may not always be correct. Nonetheless, VENDOR will not produce a work product that knowingly violates or infringes on any copyright or patent rights. Vendor VENDOR shall, without additional compensation, correct or revise any errors or omissions in its work products.products that are not in accordance with the Statement of Work
3.3. 3.3 Permitted or required approval by Delaware of any products or services furnished by Vendor VENDOR shall not in any way relieve Vendor VENDOR of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of VendorVENDOR’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s performance or failure to perform under this Agreement.
3.4. Vendor 3.4 VENDOR shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by VendorVENDOR’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project InvolvementInvolvement Air Quality Forecasting in Delaware Dr, Xxx Xxxx, Principal Investigator 100%
3.5. 3.5 Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor VENDOR will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor VENDOR fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor VENDOR is unsuitable to Delaware for good cause, Vendor VENDOR shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor 3.6 VENDOR agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor 3.7 VENDOR has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor 3.8 VENDOR will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.9 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
3.10 Given that this is a fixed price Agreement, VENDOR will not be required to submit Monthly Accurate Usage Report
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified servicesServices, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all servicesServices, products products, and deliverables furnished pursuant to this Agreement comply with the DDOC policies and standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all services and products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulationsregulations including DDOC policies. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, Vendor or by Vendor’s associates and employees or agents under the personal supervision of the Project ManagerVendor. The positions anticipated include: Project Team Title % of Project Involvement
3.5. Designation of persons for each position is subject Prior to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstancesperforming any work under this Agreement, Vendor will notify and Vendor’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware immediately and work out a transition plan that is shall comply with all DDOC policies. DDOC may refuse access to any Delaware facility or to any sensitive information possessed or controlled by Delaware for any person not conforming to DDOC policy or whose criminal history or background check results are not acceptable to both partiesDDOC, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff positionin its sole and absolute discretion. Replacement staff persons are subject to review and approval by Delaware3.7. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for defaultdefault if at any time it learns that Vendor’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Vendor is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yields results that are not acceptable to DDOC, in its sole and absolute discretion, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a suitable employeeemployee or agent.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by Vendor, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. It shall be the duty of the Vendor to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor will not produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. Permitted or required approval by Delaware of any products or services furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by Vendor’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project InvolvementInvolvement ________________ ______________________ ____________________
3.5. Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor will notify Delaware immediately and work wor k out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor is unsuitable to Delaware for good cause, Vendor shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services Agreement
Responsibilities of Vendor. 3.1. 3.1 Vendor shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services Services furnished by Vendor or Vendor, its subcontractors and its and their principals, officers, ’s employees and or agents under this Agreement. In performing the specified servicesServices, Vendor shall follow practices consistent with generally accepted professional and technical standards. Vendor shall be responsible for ensuring that all services, products Services and deliverables furnished pursuant to this Agreement comply with the DDOC policies and standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to with DTI standards, Vendor shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to with DTI standards. Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor to assure that all Services and products of its effort efforts are technically sound and in conformance with all pertinent Federalfederal, State state and Local local statutes, codes, ordinances, resolutions and other regulationsregulations including DDOC policies. Vendor will not provide a Service or produce a work product that violates or infringes on any copyright or patent rights. Vendor shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. 3.3 Permitted or required approval by Delaware of any products Services or services reports furnished by Vendor shall not in any way relieve Vendor of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of Vendor’s services Services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by Vendor’s performance or failure to perform under this Agreement.
3.4. Vendor shall appoint a Project Manager who will manage the performance of services. 3.4 All of the services Services specified by this Agreement shall be performed by the Project Manager, Vendor or by Vendor’s associates and employees or agents under the personal supervision of the Project ManagerVendor. The positions anticipated include: Project Team Title % of Project Involvement
3.5. Designation of persons for each position is subject Prior to review performing any work under this Agreement, Vendor and approval Vendor’s employees and agents shall submit to any criminal history or other background checks that may be requested by Delaware. Should the staff need DDOC may refuse access to be diverted off the project any Delaware facility or to any sensitive information possessed or controlled by Delaware for what any person whose criminal history or background check results are now unforeseeable circumstances, Vendor will notify Delaware immediately and work out a transition plan that is not acceptable to both partiesDDOC, in its sole and absolute discretion.
3.5 In accordance with the Federal Prison Rape Elimination Act of 2003, and Delaware Department of Correction Policy Number 8.60 "Prison Rape Elimination Act", the Contractor agrees to report allegations of sexual misconduct promptly, fully cooperate with investigation inquiries and participate in training as directed by the Department of Correction, Employee Development Center, within thirty (30) days of entering into contract. Contractor, contractor staff (including volunteers and subcontractors) agree to abide by Department of Correction Policy 8.60. The Contractor acknowledges that all allegations of staff sexual misconduct and/or harassment will be investigated and, if substantiated, will result in discipline up to and including termination. In addition, all substantiated cases will be referred to the Delaware Department of Justice for prosecution. Failure to report such misconduct, delays in reporting, or material omissions shall be grounds for termination. If the Department policy is modified, the Contractor will be notified and shall comply. See Appendix 3 – State of Delaware, Department of Correction Policy Number 8.60 “Prison Rape Elimination Act.”
3.6 In accordance with Policy 16.1 and the Department of Correction’s Annual Training Plan, as well as agree to an acceptable replacement plan to fill or established by the Employee Development Center, the vendor must complete the work assigned Contractual Staff Orientation prior to this project staff position. Replacement staff persons are subject to review job assignment and approval by Delaware. If Vendor fails to make a required replacement within 30 days, any other mandatory training annually identified in the plan.
3.7 Delaware may terminate this Agreement for defaultdefault if at any time it learns that Vendor’s criminal history or background check results are not acceptable to DDOC, in its sole and absolute discretion. Upon receipt of written notice from Delaware that an employee or agent of Vendor is unsuitable to Delaware for good cause, including, without limitation, violation of DDOC policies, or a criminal history or background check that yields results that are not acceptable to DDOC, in its sole and absolute discretion, Vendor shall remove such employee from the performance of services Services and substitute in his/her place a suitable employeeemployee or agent.
3.6. 3.8 Vendor shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. 3.9 Vendor agrees that its officers he and his employees and agents will cooperate with Delaware in the performance of services Services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. 3.10 Vendor has or will retain such employees or agents as it Vendor may need to perform the services Services required by this Agreement. Such employees or agents shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. 3.11 Vendor will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.12 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
Responsibilities of Vendor. 3.1. Vendor 3.1 VENDOR shall be responsible for the professional quality, technical accuracy, timely completion, and coordination of all services furnished by VendorVENDOR, its subcontractors and its and their principals, officers, employees and agents under this Agreement. In performing the specified services, Vendor VENDOR shall follow practices consistent with generally accepted professional and technical standards. Vendor VENDOR shall be responsible for ensuring that all services, products and deliverables furnished pursuant to this Agreement comply with the standards promulgated by the Department of Technology and Information ("DTI") published at xxxx://xxx.xxxxxxxx.xxx/, and as modified from time to time by DTI during the term of this Agreement. If any service, product or deliverable furnished pursuant to this Agreement does not conform to with DTI standards, Vendor VENDOR shall, at its expense and option either (1) replace it with a conforming equivalent or (2) modify it to conform to with DTI standards. Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s failure to ensure compliance with DTI standards.
3.2. 3.2 It shall be the duty of the Vendor VENDOR to assure that all products of its effort are technically sound and in conformance with all pertinent Federal, State and Local statutes, codes, ordinances, resolutions and other regulations. Vendor VENDOR will not produce a work product that violates or infringes on any copyright or patent rights. Vendor VENDOR shall, without additional compensation, correct or revise any errors or omissions in its work products.
3.3. 3.3 Permitted or required approval by Delaware of any products or services furnished by Vendor VENDOR shall not in any way relieve Vendor VENDOR of responsibility for the professional and technical accuracy and adequacy of its work. Delaware’s review, approval, acceptance, or payment for any of VendorVENDOR’s services herein shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement, and Vendor VENDOR shall be and remain liable in accordance with the terms of this Agreement and applicable law for all damages to Delaware caused by VendorVENDOR’s performance or failure to perform under this Agreement.
3.4. Vendor 3.4 VENDOR shall appoint a Project Manager who will manage the performance of services. All of the services specified by this Agreement shall be performed by the Project Manager, or by VendorVENDOR’s associates and employees under the personal supervision of the Project Manager. The positions anticipated include: Project Team Title % of Project Involvement
3.5. 3.5 Designation of persons for each position is subject to review and approval by Delaware. Should the staff need to be diverted off the project for what are now unforeseeable circumstances, Vendor VENDOR will notify Delaware immediately and work out a transition plan that is acceptable to both parties, as well as agree to an acceptable replacement plan to fill or complete the work assigned to this project staff position. Replacement staff persons are subject to review and approval by Delaware. If Vendor VENDOR fails to make a required replacement within 30 days, Delaware may terminate this Agreement for default. Upon receipt of written notice from Delaware that an employee of Vendor VENDOR is unsuitable to Delaware for good cause, Vendor VENDOR shall remove such employee from the performance of services and substitute in his/her place a suitable employee.
3.6. Vendor 3.6 VENDOR shall furnish to Delaware’s designated representative copies of all correspondence to regulatory agencies for review prior to mailing such correspondence.
3.7. Vendor 3.7 VENDOR agrees that its officers and employees will cooperate with Delaware in the performance of services under this Agreement and will be available for consultation with Delaware at such reasonable times with advance notice as to not conflict with their other responsibilities.
3.8. Vendor 3.8 VENDOR has or will retain such employees as it may need to perform the services required by this Agreement. Such employees shall not be employed by Delaware or any other political subdivision of Delaware.
3.9. Vendor 3.9 VENDOR will not use Delaware’s name, either express or implied, in any of its advertising or sales materials without Delaware’s express written consent.
3.10. 3.10 The rights and remedies of Delaware provided for in this Agreement are in addition to any other rights and remedies provided by law.
Appears in 1 contract
Samples: Professional Services
