Theory Counseling is designed to assist an employee in eliminating a problem so that formal discipline will not be necessary.
Obligations of Respondent a. If this Compromise Agreement is executed within thirty (30) calendar days after the date of the Notice, Respondent agrees to pay the sum of $8,000, as full satisfaction of the civil penalty proposed in the Notice, within thirty (30) calendar days of the issuance of the Adopting Order. If this Compromise Agreement is executed between thirty-one (31) and sixty (60) calendar days after the date of the Notice, Respondent agrees to pay the sum of $16,000 as full satisfaction of the civil penalty proposed in the Notice, within thirty (30) calendar days of the issuance of the Adopting Order.
Obligation to Defend; Notice; Cooperation Whenever a claim arises for indemnification under this Section (the “Claim”), the relevant Indemnitee, as appropriate, will promptly notify the Indemnifying party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's rights or ability to defend such Claim. The Indemnifying Party will have the right to defend against such Claim in which event the Indemnifying Party will give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice to the relevant Indemnitee will give the Indemnifying Party full authority to defend, adjust, compromise, or settle such Claim with respect to which such notice has been given, except to the extent that any compromise or settlement might prejudice the Intellectual Property Rights or other rights of the relevant Indemnities. The Indemnifying Party will consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual Property Rights or other rights of any Indemnitee, and the relevant Indemnitee will have the right to refuse such compromise or settlement and, at such Indemnitee’s sole cost, to take over defense of such Claim. Provided, however, that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnitee against any damages, costs, expenses, or liabilities, including without limitation, attorneys’ fees, in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitee will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief (other than monetary damages) that could affect the rights of the Indemnitee and also will be entitled to employ separate counsel for such defense at such Indemnitee's expense. In the event the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnitee will have the right to employ counsel for such defense at the expense of the Indemnifying Party, and the Indemnifying Party shall be liable for all costs associated with Indemnitee’s defense of such Claim including court costs, and any settlement or damages awarded a third party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim.
Representatives and Notices Each Party nominates as its representative for this Agreement the person set out on the first page of this Agreement under ‘Contact for Notices’ (“Representative”). Any communication under this Agreement must be in writing and sent to the recipient Party’s Representative. MATERIALS In the event that a Party (Provider) provides the other Party (User) with Material: the Material will be solely owned by the Provider; the User must store, handle and use the Material in compliance with all applicable legislation, regulations, codes and guidelines; the User must use the Material solely for the purpose of the Project and for no other purpose; the User must not use the Material in human subjects; the User must not, without the prior written consent of the Subject: transfer, distribute or disclose the Material to any third party external to the User; use the Material for commercial, diagnostic or therapeutic purposes; acknowledges that the Material are: experimental in nature and may have defects, deficiencies and hazardous properties; provided by the Provider without warranty, express or implied, and to the full extent permitted by law, all warranties related to the Material are excluded; and stored, handled and used at the Users’ sole risk. To the extent that the Provider has any legal rights in the Material, the Provider grants to the User a non-exclusive royalty free, transferable, worldwide licence to use, adapt and modify the Material for the purpose of performing the Project and carrying out its obligations under this Agreement and in accordance with the relevant Clinical Subject consent. Following termination of a Project and upon receipt of a written request by the Provider, the User must promptly return to the Provider (at the Provider’s expense) or destroy any unused Materials.
Indemnification Process 20.2.1 As used in this Section 20, “Indemnified Person” means a person whom an Indemnifying Party is obligated to indemnify, defend and/or hold harmless under Section 20.1.
Services Provided by Attorneys Any services to be provided by a law firm or attorney must be reviewed and approved in writing in advance by the City Attorney. No invoices for services provided by law firms or attorneys, including, without limitation, as subcontractors of Contractor, will be paid unless the provider received advance written approval from the City Attorney.
Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.
Intellectual Property Rights and Indemnification Any intellectual property which originates from or is developed by a Party shall remain in the exclusive ownership of that Party. No license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable to a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at its own cost that it has obtained any necessary licenses in relation to intellectual property of third Parties used by it to receive any service or to perform its respective obligations under this Agreement.
Agreement to Pay Attorneys’ Fees and Expenses In the event the Company should default under any of the provisions of this Lease Agreement and the Agency should employ attorneys or incur other expenses for the collection of amounts payable hereunder or the enforcement of performance or observance of any obligations or agreements on the part of the Company herein contained, the Company shall, on demand therefor, pay to the Agency the reasonable fees of such attorneys and such other expenses so incurred.
FEES AND EXPENSES RELATING TO SERVICES 15.1 In consideration of the provision of the Services, Transnet will pay to the Service Provider the Fees detailed in the relevant schedule or Work Order.
