Consultant will. FULLY INDEMNIFY and HOLD HARMLESS CITY and its officials, officers, agents, employees, volunteers, directors and representatives (hereafter referred to as “indemnitee”) from and against any and all claims, damages, liabilities or costs, including reasonable attorney fees and defense costs, made upon indemnitee CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER COMMITTED BY CONSULTANT OR ITS AGENT, CONSULTANT UNDER CONTRACT OR ANOTHER ENTITY OVER WHICH CONSULTANT EXERCISES CONTROL WHILE IN THE EXERCISE OF RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THIS AGREEMENT. This INDEMNIFICATION SHALL NOT APPLY TO ANY LIABILITY RESULTING FROM INDEMNITEE’S NEGLIGENCE OR WILLFUL MISCONDUCT in instances where THE NEGLIGENCE OR WILLFUL MISCONDUCT CAUSES personal injury, bodily injury, death, or property damage. IF A COURT OF COMPETENT JURISDICTION FINDS CONSULTANT AND CITY JOINTLY LIABLE, LIABILITY SHALL BE APPORTIONED COMPARATIVELY IN ACCORDANCE WITH THE LAWS FOR THE STATE WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO CITY UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW.
Consultant will. 1.1 Act for City in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with standards of competent consultants using the standards in the industry:
Consultant will. Such services will be referred to as the “Services.” No other services will be performed unless this Agreement is amended as provided in section 17.
Consultant will. (i) hold the Confidential Information in strictest confidence and not disclose it to any third party; (ii) use the Confidential Information for the sole purpose of performing the Services; (iii) not remove any proprietary legend or indication of confidentiality set forth on or contained in any of the Confidential Information; and (iv) promptly notify the Company in writing of any unauthorized use or disclosure of the Confidential Information, including a reasonably detailed description of the circumstances of the disclosure and the parties involved. Consultant will not make any copies of any of the Confidential Information except as required to perform the Services, and upon the Company’s request or termination of this Agreement Consultant will return (or destroy, in those cases where it is not technically feasible to return such information) all Confidential Information in Consultant’s custody or control. As between the Company and Consultant, the Company will own all right, title and interest in and to all Confidential Information.
Consultant will. (i) disclose promptly in writing to Excite all Designs and Materials; (ii) cooperate with and assist Excite to apply for, and to execute any applications and/or assignments reasonably necessary to obtain, any patent, copyright, trademark or other statutory protection for Designs and Materials in Excite's name as Excite deems appropriate; and (iii) otherwise treat all Designs and Materials as "Confidential Information," as defined below. These obligations to disclose, assist, execute and keep confidential will survive any expiration or termination of this Agreement.
Consultant will. (i) hold the Confidential Information and any information derived therefrom in strictest confidence and protect such Confidential Information (including, without limitation, taking at least that level of care Consultant employs with respect to his or her most sensitive confidential materials, but in any event a reasonable level of care);
Consultant will. 1. At District’s direction, splice and reconnect the existing Fiber Optic lines currently in the electrical room (initiating from the Admin. Building) and relocate the spliced Fiber Optics to the new Tele/Data room and from the Tele/Data room route new Fiber Optics to the Server room.
Consultant will. 1. Conduct on-site visual structural assessments, including visual mechanical and electrical systems, if applicable, to identify the extent of the damage to assigned structures.
Consultant will. Provide regular progress reports in writing or in person as requested • Be promptly available during non-working hours, weekends and emergency situations as needed School Will: • Provide the coordination, administration, and scheduling support for data-gathering interviews, meetings, training, etc. • Provide access to key personnel, documents and information, logistical support, meeting rooms, facilities, and administrative support, etc. as required to meet the project objectives Consultant and School Will Both: • Work together throughout the project to jointly determine whether some of the objectives and interventions require a greater emphasis than others and whether new needs arose that were unanticipated. In such a case, we would direct our efforts accordingly • Return all calls and emails within 24 hours or sooner
Consultant will. A. Provide user friendly online access to natural resource and conservation planning data through the maintenance of the California Digital Conservation Atlas;
