Common use of Warranties and Other Obligations Clause in Contracts

Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and

Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[andAgreement and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information will enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]herein); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; andand (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect. Consultant agrees to indemnify, defend, and hold Company, and its employees and officers harmless from and against any and all third party claims (and all damages, liabilities, settlements, attorneys’ fees and expenses, and other out-of-pocket costs resulting from any such claims, as incurred) on account of any breach or alleged breach of this Agreement by Consultant.

Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[andAgreement and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information will enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]herein); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and

Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[andAgreement and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information will enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least comparable in every way to this Agreement, or such other replacement form as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM])may requested by Company; (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; andand (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.

Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others, including without limitation under the Applicable Policies; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[and, in addition, Consultant will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Information enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]Agreement); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and(v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect; (vi) Consultant has disclosed to the Institutions all aspects of Consultant’s relationship with the Company that are required to be disclosed under the Applicable Policies, and that Consultant has obtained any required consents or approvals of the Institutions concerning such relationship and this Agreement; (vii) Consultant acknowledges that Company may be obligated to report fees paid to Consultant under this Agreement in accordance with applicable Laws that require reporting of payments or transfers of value provided to health care providers, including, but not limited to, the Physician Payments Sxxxxxxx Xxx, 00 X.X.X. § 00000x, and applicable state sunshine reporting Laws; (viii) Consultant is not debarred pursuant to the Generic Drug Enforcement Act of 1992, 21 U.S.C. §335a, as amended, or any similar applicable law or regulation or excluded by the Office of Inspector General pursuant to 42 U.S.C. §1320a-7, et seq. or any state agency from participation in any federal or state health care program, nor is Consultant under investigation or otherwise aware of any circumstances which may result in Consultant being debarred or excluded. During the Term (as defined below) and for a period of three (3) years thereafter, Consultant shall immediately notify Company in writing, pursuant to the Notice provisions provided herein, of any change in the status of any representation, warranty, or certification set forth in this Section; and (ix) Consultant shall treat all information relating to an identified or identifiable natural person (“Protected Data”) as confidential in accordance with all applicable laws, including without limitation (i) the Health Information Portability and Accountability Act of 1996, as amended from time to time, and any regulation and official guidelines (as amended from time to time) promulgated under that Act (“HIPAA”) and (ii) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (“GDPR”), as appropriate.

Warranties and Other Obligations. Consultant Contractor represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant Contractor may have to others; (ii) all work under this Agreement shall be ConsultantContractor’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, ConsultantContractor); (iii) Consultant Contractor has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement[andAgreement and, in addition, Consultant Contractor will have each person who may be involved in any way with, or have any access to, any Services or Proprietary Confidential Information enter into (prior to any such involvement or access) a binding agreement for Company’s benefit that contains provisions at least as protective as those contained herein][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]herein); (iv) Consultant Contractor shall comply with all applicable laws and Company safety rules in the course of performing the Services; andand (v) if Contractor’s work requires a license, Contractor has obtained that license and the license is in full force and effect. Contractor shall notify Company, in writing, in advance of accepting any new employment, consulting or related engagement that is, or, as a result of such service activities, could create a conflict of interest with or interfere or limit Contractor’s ability to perform his obligations to Company hereunder.