Common use of TERMS OF AGREEMENT/ ROLE OF PARTIES Clause in Contracts

TERMS OF AGREEMENT/ ROLE OF PARTIES. 5.1 In consideration of the fees paid and the Vendor’s compliance with the Terms and Conditions set out in this Contract, TDSB shall list the Vendor in its Directory for the stipulated Term. 5.2 The Vendor warrants that it shall provide the facilities, equipment, and services (generally referred to as the “Services”) as described in the Directory with the highest regard for the safety and well-being of TDSB attendees and participants, and shall use care, skill and diligence that meets or exceeds applicable industry standards. 5.3 The Vendor shall ensure that its venue for providing the Services listed in the Directory is safe at all times and in compliance with any and all industry and inspection standards as well as all applicable Laws, Regulations and Municipal By-laws that may be in force from time to time. 5.4 The Vendor shall ensure that its staff, volunteers, agents and all other persons involved in the provision of the Services listed in the Directory have produced satisfactory criminal background checks, including, where applicable, “vulnerable” background checks. 5.5 The Vendor shall ensure that all information and applicable documentation including insurance certificates, association memberships, Technical Standards and Safety Authority (TSSA) certifications, submitted to TDSB are accurate and up-to-date. 5.6 In the event of a Material Change in circumstances or information, the Vendor shall ensure that TDSB is apprised of any updated, renewed, or revised documentation and information. The Vendor shall provide TDSB with such updates in writing to xxxxxxxxxxxxxxxx@xxxx.xx.xx. For the purposes of this section, a Material Change shall include: 5.6.1 a change in the activities and the Services offered by the Vendor for which they were approved during the initial application process; 5.6.2 a change in the Vendor’s service levels including but not limited to site, supervision, licensing, and insurance. 5.7 The Vendor agrees that being approved for the TDSB Directory shall not constitute permission on the part of TDSB for the Vendor to use TDSB’s name or logo in any of the Vendor’s promotional materials without first seeking and receiving the written consent of TDSB. 5.8 By submitting its logo, the Vendor grants TDSB a non-exclusive, revocable, non- transferable, royalty-free licence to use the Vendor’s: 5.8.1 intellectual property, including without limitation, trademarks, trade names, service marks, logos and messages included in the Directory and; 5.8.2 If applicable, the trademarks, trade names, service marks, logos and messages of any third party that are incorporated into the Directory (collectively referred to as “Marks”), in each case solely for the purpose of publishing and distributing the Directory. 5.9 The Vendor represents and warrants to TDSB that it has sufficient rights to the intellectual property to grant the licence referred to in subsection 5.8 5.10 The Vendor and TDSB understand that the intellectual property remains owned by the Vendor, or the applicable third party owner. 5.11 TDSB acknowledges that on the expiry of the Term (or any renewal thereof) any and all rights or privileges to use the Vendor’s intellectual property will thereafter cease, it being understood that unless expressly requested in writing, TDSB shall not be required to remove the published Vendor and Information from the Directory materials that have already been published.

TERMS OF AGREEMENT/ ROLE OF PARTIES. 5.1 In consideration of the fees paid and the Vendor’s compliance with the Terms and Conditions set out in this Contract, TDSB shall list the Vendor in its Directory for the stipulated Term. 5.2 The Vendor warrants that it shall provide the facilities, equipment, and services (generally referred to as the “Services”) as described in the Directory with the highest regard for the safety and well-being of TDSB attendees and participants, and shall use care, skill and diligence that meets or exceeds applicable industry standards. 5.3 The Vendor shall ensure that its venue for providing the Services listed in the Directory is safe at all times and in compliance with any and all industry and inspection standards as well as all applicable Laws, Regulations and Municipal By-laws that may be in force from time to time. 5.4 The Vendor shall ensure that its staff, volunteers, agents and all other persons involved in the provision of the Services listed in the Directory have produced satisfactory criminal background checks, including, where applicable, “vulnerable” background checks. 5.5 The Vendor shall ensure that all information and applicable documentation including insurance certificates, association memberships, Technical Standards and Safety Authority (TSSA) certifications, submitted to TDSB are accurate and up-to-date. 5.6 In the event of a Material Change in circumstances or information, the Vendor shall ensure that TDSB is apprised of any updated, renewed, or revised documentation and information. The Vendor shall provide TDSB with such updates in writing to xxxxxxxxxxxxxxxx@xxxx.xx.xx. For the purposes of this section, a Material Change shall include: 5.6.1 a change in the activities and the Services offered by the Vendor for which they were approved during the initial application process; 5.6.2 a change in the Vendor’s service levels including but not limited to site, supervision, licensing, and insurance. 5.7 The Vendor agrees that being approved for the TDSB Directory shall not constitute permission on the part of TDSB for the Vendor to use TDSB’s name or logo in any of the Vendor’s promotional materials without first seeking and receiving the written consent of TDSB. 5.8 By submitting its logo, the Vendor grants TDSB a non-exclusive, revocable, non- transferable, royalty-free licence to use the Vendor’s: 5.8.1 intellectual property, including without limitation, trademarks, trade names, service marks, logos and messages included in the Directory and; 5.8.2 If applicable, the trademarks, trade names, service marks, logos and messages of any third party that are incorporated into the Directory (collectively referred to as “Marks”), in each case solely for the purpose of publishing and distributing the Directory. 5.9 The Vendor represents and warrants to TDSB that it has sufficient rights to the intellectual property to grant the licence referred to in subsection 5.8 5.10 The Vendor and TDSB understand that the intellectual property remains owned by the Vendor, or the applicable third party owner. 5.11 TDSB acknowledges that on the expiry of the Term (or any renewal thereof) any and all rights or privileges to use the Vendor’s intellectual property will thereafter cease, it being understood that unless expressly requested in writing, TDSB shall not be required to remove the published Vendor and Information from the Directory materials that have already been published.