The Consultant shall Clause Samples

The Consultant shall. 9.6.1 notify Global Canopy in writing giving full details of any Foreground IP promptly on its creation; 9.6.2 keep any and all Foreground IP confidential at all times as Confidential Information; 9.6.3 whenever requested to do so by Global Canopy and in any event on the termination of this Agreement for any reason, promptly to deliver to Global Canopy all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of Foreground IP and the process of their creation which are in its possession, custody or power; and 9.6.4 not register nor attempt to register any of the Foreground IP unless requested to do so by Global Canopy.

The Consultant shall. 2.1 serve the Institute faithfully and diligently, ensuring that their interests do not conflict with the duties under this agreement; 2.2 uphold the highest standards of conduct, ensuring that their actions do not harm the reputation or interests of the Institute or its affiliates; 2.3 use their best efforts to fulfil the services and deliverables outlined in each Statement of Work (SOW), ensuring the completion of Projects in accordance with the agreed terms and quality standards; 2.4 Provide regular written updates to the Institute on the progress of the Project work, including any challenges encountered and solutions implemented. 2.5 Comply with all reasonable and lawful instructions issued by the Institute related to the Project work. 2.6 The Consultant shall have no authority, and shall not hold itself out, or permit any person to hold itself out, as being authorised to bind the Institute or an Affiliate Partner in any way and shall not do any act which might reasonably create the impression that the Consultant is so authorised. The Consultant shall not make or enter into any contracts or commitments or incur any liability for or on behalf of the Institute or an Affiliate Partner, including for the provision of the Services or the price for them, and shall not negotiate any terms for the provision of the Services with prospective clients. 2.7 Maintain professional relationships with all parties involved in the Project, including clients, during the term of the Project and assist in any negotiations or discussions, when required, to facilitate the successful completion of the Project. 2.8 Avoid engaging in any activities or services, during the term of this agreement, that are in direct competition with the Institute or could lead to a conflict of interest without the prior written consent of the Institute. 2.9 Clearly communicate to all Project stakeholders the scope and limitations of their role as an independent consultant engaged by the Institute for specific Project work. 2.10 The Consultant shall, at their own expense, maintain in force professional indemnity insurance and any other appropriate forms of insurance with reputable insurers to cover the liabilities that may arise in relation to the performance of their Services under this Agreement. The minimum amount of coverage shall be the equivalent of £100.000 per claim. Upon the Institute's request, the Consultant shall provide certificates of insurance as proof of such coverage. 2.11 Refrain ...

The Consultant shall. 6.1.1 use the Confidential Information disclosed to it exclusively to provide the Services. 6.1.2 keep all Confidential Information that it may acquire in any manner confidential and not disclose it to any person or third party without the prior written consent of Adaptimmune.

The Consultant shall the conduct a general review of the progress of the Construction, to the extent necessary, in order to determine to the Consultant's satisfaction that the Construction is performed in general conformity with the requirements of:

The Consultant shall continue with the budget development and refinement process and assist in incorporating modifications and improvement in the revised budget for 2024-25.

The Consultant shall. 3.9.1 Not engage in any activity, practice, or conduct which would constitute either a UK tax evasion facilitation offence or a foreign tax evasion facilitation offence under the Criminal Finances ▇▇▇ ▇▇▇▇. 3.9.2 Always carry out the Services professionally. 3.9.3 Use British English for all English Translations, unless otherwise ordered in writing by Welcome Translation Experts. 3.9.4 Proofread all their work before submission. 3.9.5 Translators, Transcribers and Proofreaders: 3.9.5.1 Destroy the Material upon completion; and 3.9.5.2 Identify any duplicate text and do not charge for duplicate text. 3.9.6 Interpreters: 3.9.6.1 Dress appropriately; 3.9.6.2 Be on time;

The Consultant shall. 9.1.6.1 use reasonable endeavours to procure that the insurances to be maintained by the Consultant pursuant to this Clause 9.1 contain a waiver of subrogation against the Client, any shareholder, affiliate, consultant or contractor (other than the Consultant) of the Client, and any of their respective employees, agents, directors and officers (together the "Client Parties" and each a "Client Party"); and 9.1.6.2 not bring any claim or action against the Client (or any Client Party) in respect of any losses, damages, liabilities, costs, expenses and charges in circumstances where and to the extent that the Consultant could recover such losses, damages, costs, expenses and charges under the insurance required to be maintained by it pursuant to this Clause 9 (whether or not such insurance has in fact been effected or, if effected, has been vitiated as a result of any act or omission of the Consultant (or any shareholder, affiliate, sub-consultant or sub- contractor of the Consultant, or any of their respective employees, agents, directors and officers (together the "Consultant Parties" and each a "Consultant Party"), including but not limited to non- disclosure or under-insurance; and 9.1.6.3 not bring any claim or action against the Client (or any Client Party) due to the application of policy exclusions or for losses in excess of policy limits under any insurance to be maintained by the Consultant pursuant to this Clause 9, except to the extent any claim arising is due to the act or omission of the Client or a Client Party; and 9.1.6.4 bear all deductibles payable in respect of claims made under the insurances to be maintained by it pursuant to this Clause 9 except to the extent any claim arising is due to the act or omission of the Client or a Client Party.

The Consultant shall. A. Furnish all services described herein in accordance with the following overall objectives: 1. Develop a list of feasible alignments and installation methods (tunnel vs. open cut) and evaluate each alignment on the basis of: community impact, cost, constructablity, regulatory requirements, environmental factors, etc. 2. Through various stages of review and screening of alignments, develop and refine each remaining alignment alternative, providing more detail related to each area of impact. 3. Assist the Commission in conducting a community outreach program as the alignment alternatives are further refined. Use information gathered through the community outreach program into the overall alignment study. 4. Utilize a decision making model to assist the Commission in evaluating all factors associated with each alignment and develop a recommended alignment that considers all factors discussed above. The recommendation will be summarized in a final report that will be forwarded to the Commission and County Council’s for action. 5. Once the Commission has selected an alignment and method of installation for the 84” transmission main, provide all engineering services for the design of the selected alignment. 6. Support the Commission in acquisition of all permits and rights-of-way required for the work. 7. Assist the Commission during the bidding phase of the project 8. Provide all services related to the overall objectives described above in accordance with EXHIBIT-D, Scope of Work. B. In consideration of the foregoing objectives, the CONSULTANT agrees to perform, but is not limited to, the following services: 1. Secure permission to enter upon public and private lands, in accordance with COMMISSION guidelines, as required to perform work under this agreement. (The CONSULTANT shall use care and discretion while working on public or private property, and shall be responsible for any damages to said property incurred as a result of his operations.) 2. Cause plans, reports and other documents submitted to the COMMISSION under the terms of the agreement to be signed by a principal or principals of the CONSULTANT'S firm registered to engage in the practice of the appropriate branch of engineering in the state of Maryland. 3. Review materials supplied under Article II-A hereof and provide such additional information or data as is necessary for the completion of the project. C. Have the following responsibilities associated with work performed under this contract: 1....

The Consultant shall. 7.1.1 use the Confidential Information disclosed to her exclusively to provide the Services. 7.1.2 keep all Confidential Information that she may acquire in any manner confidential and not disclose it to any person. 7.1.3 keep confidential all reports written on behalf of the Company unless the Company has given written permission to disclose all or part of a report.