Contractor Matters Clause Samples
The 'Contractor Matters' clause defines the rights, responsibilities, and obligations of contractors engaged under the agreement. It typically outlines requirements such as qualifications, performance standards, compliance with laws, and procedures for addressing issues like subcontracting or disputes. By clearly specifying these expectations, the clause helps ensure that all contractor-related activities are managed consistently and transparently, reducing the risk of misunderstandings or non-compliance during the course of the contract.
Contractor Matters. The Company has identified in the Disclosure Schedule the name and contact information of each independent contractor, consultant, freelancer or other service provider (i) utilized by the Company as of the date hereof or (ii) utilized by the Company relating to the development, modification or creation of any proprietary formulas for the Products within the three (3) years immediately preceding such date (collectively, “Contractors”). A copy of each Contract relating to the services any Contractor provides or provided to the Business has been made available to the Buyer. To the Knowledge of Company, no Contractor used by the Company is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for Seller. Each Contractor ever retained by the Company to create, modify or develop with respect to the proprietary formulas for the Products has executed a nondisclosure and assignment-of-rights Contract for the benefit of the Company and the Company is the owner of all rights in and to all Intellectual Property created by such Contractor in performing services for the Company vesting all rights in work product created in the Company. All individuals who have been treated by the Company as independent contractors in the five (5) years immediately preceding the date hereof were, to the Knowledge of Company, correctly classified as such for purposes of the Code and all other applicable Laws.
Contractor Matters. The Seller has or will, prior to the Closing Date, disclose a list of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each material independent contractor, consultant, freelancer or other service provider (collectively, “Contractors”) used by the Company at any point during the prior one (1) year. A copy of each Contract relating to the services any Contractor provides to the Business has been provided to the Company. To the Knowledge of the Seller, no Contractor used by the Company is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for the Company. To the Knowledge of the Seller, no current Contractor used by the Company intends to terminate his or her or its relationship with the Company. The Company has no obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor. The Company has properly classified, pursuant to any applicable Law, all Contractors used by the Company at any point.
Contractor Matters. Schedule 5.17 contains a complete and accurate listing of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each independent contractor, consultant, freelancer or other service provider (collectively, “Contractors”) used by Seller at any point during the prior one (1) year. A copy of each Contract relating to the services any Contractor provides to the Focus Factor Business has been provided to Seller. To the Knowledge of Seller, no Contractor used by Seller is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for Seller. Each Contractor ever retained by Seller to create, modify or work with respect to the Business Intellectual Property has executed a nondisclosure and assignment-of-rights Contract for the benefit of Seller and Seller is the owner of all rights in and to all Intellectual Property created by each Contractor in performing services for Seller vesting all rights in work product created in Seller. To the Knowledge of Seller, no current Contractor used by Seller intends to terminate his or her or its relationship with Seller. Seller has no obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor. Seller has properly classified, pursuant to the Code, Labor Laws and any other applicable Law, all Contractors used by Seller at any point.
Contractor Matters. (a) Section 6.8 of the Seller Disclosure Schedule sets forth a list of individuals identified as “Freelance” thereon (the “Individual Identified Contractors”) and the individuals employed by GlobalLogic and/or HSC as identified thereon (the “Other Identified Contractors”, and together the Individual Identified Contractors, the “Identified Contractors”). Seller shall, and shall cause the other members of the Seller Group to afford to Purchaser and its Representatives access to (A) the Identified Contractors’ Contracts and books and records of the Seller Group in relation therewith, and (B) all other information concerning the Identified Contractors required to facilitate Purchaser’s discussions with the Individual Identified Contractors, and GlobalLogic and HSC with respect to the Other Identified Contractors.
(b) Within a reasonable period following the date hereof, Purchaser or its Affiliate shall make their respective commercially reasonable efforts (subject to Purchaser’s customary procurement conditions, to the extent permitted by Applicable Law) to enter into, with effect from the Closing Date, services contracts with GlobalLogic and HSC with respect to the Other Identified Contractors. Seller and Purchaser shall cooperate in good faith and use their commercially reasonable efforts to obtain the consent and agreement of GlobalLogic and HSC with respect to their engagement with Purchaser or any of its Affiliates for the provision of services by the Other Identified Contractors. In particular, (i) Purchaser shall, directly or indirectly, offer to each Other Identified Contractor such scope of work that is substantially similar to that conducted for the Seller Group within the twelve (12) months preceding the Closing, and terms to GlobalLogic and/or HSC that are no less favorable than those offered by Purchaser or its Affiliates to those contractor companies in the relevant jurisdiction, and (ii) the Seller Group shall accept that the Other Identified Contractors are allocated by GlobalLogic or HSC, as applicable, to Purchaser and its Affiliates. Purchaser and Seller shall discuss in good faith whether a suitable replacement can be found for those Other Identified Contractors whom GlobalLogic or HSC has been unable to allocate to Purchaser and its Affiliates.
(c) Each Individual Identified Contractor shall be provided with Offer Documentation and shall be deemed an Identified Employee for purposes of Sections 6.7(b) through 6.7(d).
Contractor Matters. No later than 30 Business Days after the date hereof, the Company shall provide to Parent a true and complete list, as of a recent date, of all individual and sole proprietor independent contractors currently engaged by the Company or any of its Subsidiaries, by: (i) name; (ii) a description of services provided; (iii) work location (city, and if applicable, state, and country); (iv) the entity that engages the individual or sole proprietor (whether the Company or a particular Subsidiary); (v) date and term, if any, of engagement; (vi) status as full-time or part-time (and, if part-time, the approximate number of hours worked); (vii) whether paid on an hourly, salary or other basis and the amount of such payment; and (viii) whether subject to an independent contractor agreement.
Contractor Matters. 4.1 Commercially Sensitive Information 5. Financial Matters
5.1 Charges and Invoicing
Contractor Matters. 5.1 Services Descriptions (Clause 9.1)
5.2 Technical Solution (Clause 9.1)
5.3 Commercially Sensitive Information (Clause 42.7) 5.4 Approved Subcontractors (Clauses 24.6 and 24.16)
5.5 Contractor Service Improvement Projects (Clause 9.2)
5.6 Contractor’s Proposal (Clause 9.3)
Contractor Matters