Vendor not Agent or Employee Sample Clauses

Vendor not Agent or Employee. Unless specifically agreed to in writing by the City, the Vendor will not be the employee or agent of the City and accordingly, will not purport to enter into any contract or subcontract on behalf of the City, or otherwise act on its behalf, and the Vendor acknowledges that the City will not be required on its behalf to make remittances, filings or payments required by statute of employers, and that the Vendor will not be entitled to the fringe benefits provided by the City to its employees.
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Vendor not Agent or Employee. Unless specifically agreed to in writing by the City, the Vendor will not be the employee or agent of the City and accordingly, will not purport to enter into any contract or subcontract on behalf of the City, or otherwise act on its behalf, and the Vendor acknowledges that the City will not be required on its behalf to make remittances, filings or payments required by statute of employers, and that the Vendor will not be entitled to the fringe benefits provided by the City to its employees. Except as expressly permitted pursuant to Article 19 [Sub-Contractors], the Vendor will not assign this Contract or subcontract to any person any right, duty or obligation under it without the prior written consent of the City which consent may be arbitrarily withheld, delayed or conditioned (except where and to the extent that the City is required not to withhold, delay or condition such consent pursuant to Article 19 [Sub-Contractors]) and any attempt to so assign or subcontract without such consent will be null and void and of no effect. Except as permitted pursuant to Article 16 [Licence and Proprietary Materials], the City will not assign this Contract or the Licence and will not subcontract to any person any right, duty or obligation under it without the prior written consent of the Vendor which consent may not be unreasonably or arbitrarily withheld, delayed or conditioned. The Vendor will be deemed to be acting unreasonably if it withholds, delays or conditions its consent where the assignment is required by any Laws or Regulations including the Vancouver Charter or Local Government Act. Neither party will be required, nor will it request or cause the other party, to do or fail to do any act or thing in contravention of any applicable rule, code or standard of professional ethics or conduct or in contravention of any applicable law
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Related to Vendor not Agent or Employee

  • Right to Appoint Agent or Advisor The Collateral Agent shall have the right to appoint agents or advisors in connection with any of its duties hereunder, and the Collateral Agent shall not be liable for any action taken or omitted by, or in reliance upon the advice of, such agents or advisors selected in good faith. The appointment of agents pursuant to this Section 8.9 shall be subject to prior consent of the Company, which consent shall not be unreasonably withheld.

  • Not an Employment Contract The Executive acknowledges that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain the Executive as an employee and that this Agreement does not prevent the Executive from terminating employment at any time. If the Executive's employment with the Company terminates for any reason and subsequently a Change in Control shall occur, the Executive shall not be entitled to any benefits hereunder except as otherwise provided pursuant to Section 1.2.

  • Employees (a) No later than 11:59 p.m. prevailing Eastern Time on the Agreement Date, Buyer shall provide Sellers a list of any Employees that Buyer would like to make an offer of employment (the “Offered Employees”). Between the Agreement Date and March 1, 2023, at 10:00 a.m. (prevailing Eastern Time), Buyer shall be permitted to add or remove Employees from the initial list of Offered Employees. Between March 1, 2023 and five (5) Business Days before the Closing, Buyer shall be permitted to remove Employees in an amount that deviates no more than ten (10%) percent from the initial list of Offered Employees, as may have been revised on or before March 1, 2023. Each Offered Employee who accepts such offer shall be deemed a “Transferred Employee”). At a time mutually agreed by the Parties, Sellers shall deliver a notice to each of the Offered Employees (i) informing such Offered Employees about the sale of the Acquired Assets to Buyer, and (ii) terminating their employment with Sellers. Immediately following such notification, Buyer may send a notice to each of the Offered Employees describing their offer of employment by Xxxxx. (b) By written notice to the Sellers no later than two (2) Business Days prior to the Closing Date, the Buyer may, but shall not be required to, assume the sponsorship of such Seller Benefit Plans as selected by the Buyer (as an “Assumed Plan”). With respect to each Assumed Plan, Sellers shall take all actions necessary to effect the transfer of such sponsorship and all underlying trusts, insurance contracts and agreements of such Assumed Plan. With respect to each Assumed Plan, the Buyer shall be responsible for all liabilities accruing after the Closing (but, for the avoidance of doubt, the Sellers shall remain responsible for all liabilities accruing on or prior to the Closing). (c) For the avoidance of doubt, Xxxxx acknowledges that it will be responsible for all liabilities, obligations and claims arising out of the employment by Buyer of any Transferred Employee with respect to Xxxxx’s employment of such Transferred Employee on and after the date of employment of such Transferred Employee with Buyer. Notwithstanding any other provision herein to the contrary, Sellers shall make available COBRA (or equivalent) benefits for each Employee that is terminated on the Closing Date and not made an offer of employment by Buyer and Buyer shall have no obligations or liability in connection therewith. (d) Seller shall provide Buyer such information as it reasonably requests to effect the provisions of this Section 6.15.

  • RESPONSIBILITY FOR EMPLOYEES To the extent that the Contract involves the provision of the Services to UNDP by the Contractor’s officials, employees, agents, servants, subcontractors and other representatives (collectively, the Contractor’s “personnel”), the following provisions shall apply: 8.1 The Contractor is responsible for and shall assume all risk and liabilities relating to its personnel and property. 8.2 The Contractor shall be responsible for the professional and technical competence of the personnel it assigns to perform work under the Contract and will select reliable and competent individuals who will be able to effectively perform the obligations under the Contract and who, while doing so, will respect the local laws and customs and conform to a high standard of moral and ethical conduct. 8.3 Such Contractor personnel shall be professionally qualified and, if required to work with officials or staff of UNDP, shall be able to do so effectively. The qualifications of any personnel whom the Contractor may assign or may propose to assign to perform any obligations under the Contract shall be substantially the same, or better, as the qualifications of any personnel originally proposed by the Contractor. 8.4 At the option of and in the sole discretion of UNDP: 8.4.1 the qualifications of personnel proposed by the Contractor (e.g., a curriculum vitae) may be reviewed by UNDP prior to such personnel’s performing any obligations under the Contract; 8.4.2 any personnel proposed by the Contractor to perform obligations under the Contract may be interviewed by qualified staff or officials of UNDP prior to such personnel’s performing any obligations under the Contract; and, 8.4.3 in cases in which, pursuant to Article 8.4.1 or 8.4.2, above, UNDP has reviewed the qualifications of such Contractor’s personnel, UNDP may reasonably refuse to accept any such personnel. 8.5 Requirements specified in the Contract regarding the number or qualifications of the Contractor’s personnel may change during the course of performance of the Contract. Any such change shall be made only following written notice of such proposed change and upon written agreement between the Parties regarding such change, subject to the following: 8.5.1 UNDP may, at any time, request, in writing, the withdrawal or replacement of any of the Contractor’s personnel, and such request shall not be unreasonably refused by the Contractor. 8.5.2 Any of the Contractor’s personnel assigned to perform obligations under the Contract shall not be withdrawn or replaced without the prior written consent of UNDP, which shall not be unreasonably withheld. 8.5.3 The withdrawal or replacement of the Contractor’s personnel shall be carried out as quickly as possible and in a manner that will not adversely affect the performance of obligations under the Contract. 8.5.4 All expenses related to the withdrawal or replacement of the Contractor’s personnel shall, in all cases, be borne exclusively by the Contractor. 8.5.5 Any request by UNDP for the withdrawal or replacement of the Contractor’s personnel shall not be considered to be a termination, in whole or in part, of the Contract, and UNDP shall not bear any liability in respect of such withdrawn or replaced personnel. 8.5.6 If a request for the withdrawal or replacement of the Contractor’s personnel is not based upon a default by or failure on the part of the Contractor to perform its obligations in accordance with the Contract, the misconduct of the personnel, or the inability of such personnel to reasonably work together with UNDP officials and staff, then the Contractor shall not be liable by reason of any such request for the withdrawal or replacement of the Contractor’s personnel for any delay in the performance by the Contractor of its obligations under the Contract that is substantially the result of such personnel’s being withdrawn or replaced. 8.6 Nothing in Articles 8.3, 8.4 and 8.5, above, shall be construed to create any obligations on the part of UNDP with respect to the Contractor’s personnel assigned to perform work under the Contract, and such personnel shall remain the sole responsibility of the Contractor. 8.7 The Contractor shall be responsible for requiring that all personnel assigned by it to perform any obligations under the Contract and who may have access to any premises or other property of UNDP shall: 8.7.1 undergo or comply with security screening requirements made known to the Contractor by UNDP, including but not limited to, a review of any criminal history; 8.7.2 when within UNDP premises or on UNDP property, display such identification as may be approved and furnished by UNDP security officials, and that upon the withdrawal or replacement of any such personnel or upon termination or completion of the Contract, such personnel shall immediately return any such identification to UNDP for cancellation. 8.8 Within one working day after learning that any of Contractor’s personnel who have access to any UNDP premises have been charged by law enforcement authorities with an offense other than a minor traffic offense, the Contractor shall provide written notice to inform UNDP about the particulars of the charges then known and shall continue to inform UNDP concerning all substantial developments regarding the disposition of such charges. 8.9 All operations of the Contractor, including without limitation, storage of equipment, materials, supplies and parts, within UNDP premises or on UNDP property shall be confined to areas authorized or approved by UNDP. The Contractor’s personnel shall not enter or pass through and shall not store or dispose of any of its equipment or materials in any areas within UNDP premises or on UNDP property without appropriate authorization from UNDP. 8.10 The Contractor shall (i) put in place an appropriate security plan and maintain the security plan, taking into account the security situation in the country where the Services are being provided; and

  • No Right to Employment or Service Nothing in this Agreement shall interfere with or limit in any way the right of the Company, its subsidiaries or its Affiliates to terminate the Participant’s employment or service at any time, for any reason and with or without Cause, in accordance with and subject to the terms and conditions of the Employment Agreement.

  • Use of Affiliated Companies and Subcontractors In connection with the services to be provided by Manager under this Agreement, Manager may, to the extent it deems appropriate, and subject to compliance with the requirements of applicable laws and regulations, make use of (i) its affiliated companies and their directors, trustees, officers, and employees and (ii) subcontractors selected by Manager, provided that Manager shall supervise and remain fully responsible for the services of all such third parties in accordance with and to the extent provided by this Agreement. All costs and expenses associated with services provided by any such third parties shall be borne by Manager or such parties.

  • RELATIONSHIP OF THE PARTIES/INDEPENDENT CONTRACTOR 27.1 Each Party is an independent contractor, and has and hereby retains the right to exercise full control of and supervision over its own performance of its obligations under this Agreement and retains full control over the employment, direction, compensation and discharge of its employees assisting in the performance of such obligations. Each Party and each Party's contractor(s) shall be solely responsible for all matters relating to payment of such employees, including the withholding or payment of all applicable federal, state and local income taxes, social security taxes and other payroll taxes with respect to its employees, as well as any taxes, contributions or other obligations imposed by applicable state unemployment or workers' compensation acts and all other regulations governing such matters. Each Party has sole authority and responsibility to hire, fire and otherwise control its employees. 27.2 Nothing contained herein shall constitute the Parties as joint venturers, partners, employees or agents of one another, and neither Party shall have the right or power to bind or obligate the other. Nothing herein will be construed as making either Party responsible or liable for the obligations and undertakings of the other Party. Except for provisions herein expressly authorizing a Party to act for another, nothing in this Agreement shall constitute a Party as a legal representative or agent of the other Party, nor shall a Party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party unless otherwise expressly permitted by such other Party. Except as otherwise expressly provided in this Agreement, no Party undertakes to perform any obligation of the other Party, whether regulatory or contractual, or to assume any responsibility for the management of the other Party's business.

  • No Employment or Service Contract Nothing in this Agreement or in the Plan shall confer upon Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant's Service at any time for any reason, with or without cause.

  • Independent Contractor Relationship Both parties hereto, in the performance of this Contract, shall act in an individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purposes whatsoever.

  • No Right to Continued Employment or Service This Agreement and the grant of Restricted Stock hereunder shall not confer, or be construed to confer, upon the Recipient any right to employment or service, or continued employment or service, with the Company or any Related Entity.

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