Scope of Relationship. The parties agree that the relationship established by this Agreement is non-exclusive. Without limiting the foregoing and subject to the provisions of Sections 14 and 20 of this Agreement, each party hereto is expressly permitted, without the need for obtaining any further consent or approval from the other party hereto, to market, offer, sell, broker, underwrite and/or provide other products and services, including, without limitation, any other loan products and services and specifically including, without limitation, any loan products and services similar in scope and nature to the Loans and the related services contemplated by the Program Guidelines, through any of their respective distribution channels and the distribution channels of their respective Third Party Service Providers, including, without limitation, any of such distribution channels through which Loans are offered pursuant to this Agreement.
Scope of Relationship. Employer has sole and final authority to control and manage the operation of the Plan. Administrative Agent is and shall remain an independent contractor with respect to the service being performed hereunder and shall not, for any purpose, be deemed an employee of Employer or a fiduciary of the Plan. Administrative Agent and Employer shall not be deemed partners, nor are they engaging in a joint venture or governed by any legal relationship other than that of independent contractor. Administrative Agent does not assume any responsibility for the general policy design of the Plan, the adequacy of its funding, discretionary interpretation of the Plan, or any act or omission or breach of duty by Employer. Nor is Administrative Agent, under the terms of this Agreement, to be deemed an insurer, underwriter or guarantor with respect to any benefits payable under the Plan. Administrative Agent is providing certain ministerial administrative services at the direction of Employer only and does not assume any final risk or obligation with respect to Claims payable by Employer under the Plan or discretionary authority to interpret the terms of the Plan. Nothing herein shall be deemed to constitute Administrative Agent as a party to the Plan nor to confer upon Administrative Agent any authority or control respecting management of the Plan, independent authority or responsibility in connection with the administration of the Plan except as explicitly provided herein or responsibility for the terms or validity of the Plan.
Scope of Relationship. Nothing contained in this Agreement shall be construed to create the relationship of employer-employee, partners, joint venturers, or (except as expressly provided herein) principal and agent between Agent, Sub-Agent or their employees on the one hand, and either Master Agency or Insurer, on the other hand. Agent’s relationship to both the Master Agency and Insurer is as an independent contractor. Agent shall be free to exercise independent judgment as to the time and manner Agent may perform the acts Agent is authorized to perform under this agreement.
Scope of Relationship. The relationship between the Company and Consultant shall be that of independent contractors. Neither Party is a partner, joint-venture, agent, employee or legal representative of the other, nor has either Party the authority to assume or create any obligation on behalf of the other, to bind the other or to represent itself as such to any third party. Consultant shall bear all social benefits required under any applicable law and shall not receive nor be entitled to overtime pay, insurance, severance payments or similar fringe or employment benefits from the Company.
7.1. The Consultant affirms that this Agreement does not create any employee relationship between the Consultant and the Company.
7.2. Without derogating from the above, Consultant shall reimburse and compensate the Company in the event that the Company is required to pay any sum of money to the Consultant and/or the Consultant’s heirs and/or dependents and/or to the National Social Security Authority (Bituach Leumi) and/or the tax authorities and/or any other party that sues in the name of the Consultant or on Consultant’s behalf, for any rights deriving from a status of an employee of the Company.
7.3. The parties acknowledge that had the Company elected to retain the services of Consultant as an employee and had Consultant agreed to accept such employment, the salary payable to Consultant would be substantially lower than the Consulting Fee (as the Fee takes into account all social benefits that would otherwise be payable to an employee including, severance payments, etc.). Therefore, if any labor court, or other competent authority, determines that an employer-employee relationship does in fact exist between the Company and Consultant, the following shall apply:
7.3.1 For the period as to which it is claimed or determined that an employment relationship existed between the Company and Consultant (the “Relevant Period”), Consultant’s Fee shall be such amount equal to 67% of the Fee due to him for each month during the Relevant Period, and such consideration shall constitute the full Fee payable to Consultant on which basis any social contributions will be calculated.
7.3.2 Consultant hereby agrees to immediately repay the Company any amount which the Company has paid is under this Agreement, above the payments set forth in Section 7.3.1, such repaid amount to be linked to the Israeli Consumer Price Index and include interest at the annual rate of 5%.
7.3.3 The Company may set off any of the...
Scope of Relationship. 3.2.1. For the duration of the Term, GLBE will be the exclusive third-party provider of an end-to-end cross-border solution that includes localization, merchant of record, duty and tax calculation and remittance, and shipping services for Merchants in a single solution with permissions to access and integrate into the Shopify platform checkout.
3.2.2. Notwithstanding anything to the contrary, Shopify will be entitled to offer its own native, whitelabel, or branded partnership merchant of record solution to any merchants without limitation. Further, each Party will remain free to contract with others with respect to the subject matter of the Agreement, and to provide services that are the same as or similar to those provided by the other party, provided that it does not use the other party’s Confidential Information in so doing. Shopify, may, at its sole discretion, or based on merchants’ needs, refer clients to use the GLBE Services, provided however, that in no event will Shopify be required to refer any merchants to GLBE, in preference over other providers of similar services.
3.2.3. The Parties will cooperate in good faith to set mutual goals for the partnership.
Scope of Relationship. Subject to the Non-Competition Agreement of even date herewith between Vivint and Vivint Solar, Inc. (the “Non-Compete Agreement”):
Scope of Relationship. 2.1 On the terms and conditions of this Agreement, FedEx shall have the right to, and shall, promote, market and sell transportation of the Containers by FedEx, and the Related Goods and Services, hereunder. FedEx shall have the right to contract its obligations relating to the handling of the Containers hereunder to any Authorized Affiliate or Contractor. FedEx shall ensure that each Authorized Affiliate or Contractor complies with the applicable terms and conditions of this Agreement and shall be liable to CryoPort for their noncompliance.
2.2 FedEx shall not offer to sell, or sell, transportation of the Containers or the Related Goods and Services to any party that FedEx has reason to believe shall resell use of the Containers or the Related Goods and Services. Neither FedEx nor its Authorized Affiliate or Contractor shall offer a monitoring device competitive with the Smart Module for use with any Container. For clarity, the foregoing shall not prohibit FedEx from performing external package tracking, and external (but not internal) package monitoring (including by use of FedEx’s SenseAware product).
2.3 The parties acknowledge and agree that CryoPort shall solely own and control all technology (and related intellectual property rights) relating to the Containers (including the manufacture and use thereof), the CryoPort Express Portal and the Smart Module, and all CryoPort developed technology, together with all modifications and improvements thereto.
Scope of Relationship. 2.1 The relationship created between JDS and OCLI as described in more detail herein encompasses a joint venture activity relating to the design and manufacture of WDM Optical Filters; the design and manufacture of WDM Products; and the marketing and sale of WDM Products. From this joint venture activity JDS will realize two-thirds of all Profits for WDM Products A, B and C and OCLI will realize one-third of all such Profits, and JDS will realize one-half of all Profits for WDM Products D and OCLI will realize one-half of all such Profits, all subject to adjustment and the provisions as set forth herein. The activities for the design, test and manufacture of WDM Optical Filters are to be provided by OCLI and the design, assembly, test and manufacture and test of WDM Products are to be provided by JDS and upon the occurrence of certain circumstances as set out herein, these activities may be transferred to a separate legal entity. Furthermore, each party will cross-license intellectual property to the other party as set forth herein. JDS shall be the exclusive entity through which WDM Products from this joint venture activity are sold and JDS will perform all marketing and sales activities for WDM Products, with technical assistance from OCLI as set out herein. OCLI may perform marketing and sales activities for WDM Products D solely to the OCLI Customer. OCLI represents that it has expertise in optical coating technology and optical design capabilities for making optical filters and is currently developing technology to address current and future market demands for telecommunications applications. JDS represents that it has know-how and expertise in fiber optic component technology including packaging and development, design and test, and manufacturing capabilities for fiber optic components, including WDM Products, for telecommunications applications, and is currently developing technology to address current and future market demands for telecommunications applications, and also has marketing and sales expertise relating to such optical components. At least until the establishment of the Company, it is intended that OCLI will use its expertise and facilities for manufacturing WDM Optical Filters for the joint venture, and JDS will use its expertise and facilities for manufacturing WDM Products for the joint venture.
Scope of Relationship. A. This Agreement has been formed as a collaborative partnership in which the Council has invited the Vendor to engage with the Council to design, implement, and operate an Afterschool program at Federalsburg Elementary School, Xxxxxxxxx Middle School and Colonel Xxxxxxxxxx Middle school to reduce childhood hunger in Xxxxxxxx County.
B. The Council will provide the primary funding for services and administration. All equipment purchased for the use of the program staff will remain the property of the Xxxxxxxx Human Services Council and subject to annual audit. Such equipment will be returned to the Council if the program does not continue. Funding for the program will be at a rate of $281,528. This rate shall be renegotiated in the event that the Council’s funding from the Children’s Cabinet and/or the Governor’s Office for Children or its successor is increased or decreased for this program during the term of the contract. The funding will be provided on a quarterly basis following the receipt of an invoice. The last quarter funding will be adjusted based upon the expenditures of the previous quarters.
C. All service records, reports, data, studies, or other materials in any form generated or arising from the use of state funds are the sole and exclusive property of the State. The LMB and state agencies have the right to access this information consistent with federal and state laws. All services records must be maintained for five years after the child turns 21 years old.
D. Specifically, the Vendor agrees to comply with the Memorandum of Agreement between the State of Maryland and the Council by performing these functions:
1. Ensure that this program will meet the State of Maryland’s specifications in service, administration, and reporting as set forth in the separate funding agreements between the Council and the State of Maryland; acting by and through the Governor’s Office of Children and follow the program and fiscal policies and guidelines of the Local Management Board Policies and Procedures Manual issued July 1, 2017, which is incorporated by reference herein and may be amended from time to time thereafter. This manual is available on the website of the Governor’s Office for Children, xxxx://xxx.xxx.xxxxxxxx.xxx.
2. Participate in the data collection efforts, specifically:
a. designate an individual who will serve as a liaison for data collection and evaluation
b. designate the individual(s) responsible for entering data and for sending data to t...
Scope of Relationship. 7.1 Neither Consultant nor Consultant’s staff is or shall be deemed to be employees of HC2. Consultant waives any and all claims for any and all employee benefits provided by HC2 to its employees, including but not limited to its 401K Plan, and any and all future benefits that may accrue to its employees. Consultant shall take all appropriate measures to insure that Consultant’s staff who perform the Services are competent to do so and that they do not breach any provisions hereunder.
7.2 Consultant and HC2 agree that they are independent contractors and that this Agreement shall not be construed as an agency arrangement, joint venture or partnership.
