Duty of Care Clause Samples

Duty of Care. All Supplier Personnel (as defined in Section 2 of the Agreement) engaged under this Call- down Contract will come under the duty of care of the Supplier: I. The Supplier will be responsible for all security arrangements and Her Majesty’s Government accepts no responsibility for the health, safety and security of individuals or property whilst travelling. II. The Supplier will be responsible for taking out insurance in respect of death or personal injury, damage to or loss of property, and will indemnify and keep indemnified DFID in respect of: II.1. Any loss, damage or claim, howsoever arising out of, or relating to negligence by the Supplier, the Supplier’s Personnel, or by any person employed or otherwise engaged by the Supplier, in connection with the performance of the Call-down Contract; II.2. Any claim, howsoever arising, by the Supplier’s Personnel or any person employed or otherwise engaged by the Supplier, in connection with their performance under this Call-down Contract. III. The Supplier will ensure that such insurance arrangements as are made in respect of the Supplier’s Personnel, or any person employed or otherwise engaged by the Supplier are reasonable and prudent in all circumstances, including in respect of death, injury or disablement, and emergency medical expenses. IV. The costs of any insurance specifically taken out by the Supplier to support the performance of this Call-down Contract in relation to Duty of Care may be included as part of the management costs of the project, and must be separately identified in all financial reporting relating to the project. V. Where DFID is providing any specific security arrangements for Suppliers in relation to the Call-down Contract, these will be detailed in the Terms of Reference.

Duty of Care. (a) The Manager and Directors shall not be liable to the Company or to any of its Members for any loss or damage occasioned by any act or omission in the performance of their services under this Agreement, unless it shall be determined by final judicial decision on the merits from which there is no further right to appeal that such loss is due to an act or omission of such Manager or Director constituting willful misfeasance, bad faith, or gross negligence of the duties involved in the conduct of such Manager’s or Director’s office. (b) Members not in breach of any obligation hereunder or under any agreement pursuant to which the Member subscribed for an Interest shall be liable to the Company, any Member or third parties only as provided under the Delaware Act.

Duty of Care. (a) The Directors and the General Partner, including any officer, director, Partner, member, principal, employee or agent of any of them, will not be liable to the Partnership or to any of its Partners for any loss or damage occasioned by any act or omission in the performance of the Person’s services under this Agreement, in the absence of a final judicial decision on the merits from which no further right to appeal may be taken that the loss is due to an act or omission of the Person constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the Person’s duties under this Agreement. (b) No Director who has been designated an “audit committee financial expert” (for purposes of Section 407 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 or any successor provision thereto, and any rules issued thereunder by the SEC) in the Partnership’s Form N-2 or other reports required to be filed with the SEC shall be subject to any greater duty of care in discharging such Director’s duties and responsibilities by virtue of such designation than is any Director who has not been so designated. (c) Limited Partners not in breach of any obligation under this Agreement or under any agreement pursuant to which the Limited Partner subscribed for Units will be liable to the Partnership, any Partner or third parties only as required by this Agreement or applicable law.

Duty of Care. All Proprietary Information shall be retained by the Principal in a secure place with access limited to only such of the Principal’s employees (or Affiliates) who need to know such information for purposes of determining whether Principal shall elect to deliver an offer in accordance with the Offering Package.

Duty of Care. Notwithstanding any provision contained herein or in any other document or instrument to the contrary, neither the Custodian nor any of its Related Parties shall be liable for (i) actions taken pursuant to the instruction of the Instructing Party in accordance with this Agreement and (ii) except as otherwise provided herein as between the Custodian and the Borrower, in all other respects, for any action taken or not taken by it (or them) under or in connection with this Agreement, except for the Custodian’s (or their) own negligence, bad faith, willful misconduct or fraudulent action; provided that in no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising in connection with this Agreement. Without limiting the foregoing and notwithstanding any provision to the contrary elsewhere, the Custodian and each of its Related Parties: (a) shall have no responsibilities, obligations or duties other than those expressly set forth in this Agreement or the other Loan Documents to which it is a party, and no implied duties, responsibilities or obligations shall be read into this Agreement against the Custodian; without limiting the foregoing, the Custodian shall have no duty to preserve, exercise or enforce rights in the Account Property (against prior parties or otherwise); (b) shall in any instance where the Custodian determines that it lacks or is uncertain as to its authority to take or refrain from taking certain action, or as to the requirements of this Agreement under any circumstance before it, request instructions from the Instructing Party or advice from legal counsel (or other appropriate advisor), as the case may be, with respect to such uncertainty and may delay or refrain from taking such action unless and until it has received such instructions or advice; (c) may, with respect to questions of law relating specifically to the Custodial Account and Interest Reserve Account, apply for and obtain the advice and opinion of counsel, and shall be fully protected with respect to anything done or omitted by it in good faith in conformity with such reasonable advice or opinion; (d) will not be responsible to any Person for any statement, warranty or representation made by any party other than the Custodian and any of its Related Parties in connection with this Agreement; (e) will have no duty to ascertain or inquire as to the performance or observance by the Borrower of any of the term...

Duty of Care. 12 Section 3.7. Indemnification.............................................12 Section 3.8. Fees, Expenses and Reimbursement............................15

Duty of Care. 10.1 The Supplier owes a duty of care to the Supplier Personnel and is responsible for the health, safety, security of life and property and general wellbeing of such persons and their property and this includes where the Supplier Personnel carry out the Services. 10.2 The Supplier warrants that it has and will throughout the duration of the Contract: 10.2.1 carry out the appropriate risk assessment with regard to its delivery of the Services; 10.2.2 provide the Supplier Personnel with adequate information, instruction, training and supervision; 10.2.3 have appropriate emergency procedures in place to enable their provision of the Services so as to prevent damage to the Supplier Personnel’s health, safety, security of life and property and general wellbeing. 10.3 The provision of information of any kind whatsoever by DFID to the Supplier shall not in any respect relieve the Supplier from responsibility for its obligations under this Clause 10. The positive evaluation of the Supplier’s proposal for the provision of the Services and the award of this Contract is not an endorsement by DFID of any arrangements which the Supplier has made for the health, safety, security of life and property and wellbeing of the Supplier Personnel in relation to the provision of the Services. 10.4 The Supplier acknowledges that the DFID accepts no responsibility for the health, safety, security of life and property and general wellbeing of the Supplier Personnel with regard to the Supplier Personnel carrying out the Services under this Contract. 10.5 The Supplier will ensure that such insurance arrangements as are made to cover the Supplier Personnel, or any person employed or otherwise engaged by the Supplier, and pursuant to the Suppliers duty of care as referred to in this Clause 10, are reasonable and prudent in all circumstances, including in respect of death, injury or disablement, and emergency medical expenses. 10.6 The costs of any insurance specifically taken out by the Supplier to support the performance of this Contract in relation to the Supplier’s duty of care may be included as part of the management costs of the project, and must be separately identified in all financial reporting relating to the project. 10.7 Where DFID is providing any specific security arrangements for the Supplier or Supplier Personnel in relation to the Contract, these will be as detailed in the Section 3 (Terms of Reference). 10.8 The Supplier shall provide training on a continuing basis f...

Duty of Care. 1. The Member or Specified Corporate User is responsible for exercising due care in the use and storage of bicycles. 2. The Member’s responsibility to exercise due care will begin when the delivery procedure is complete and will end when the storing procedure for the bicycle is complete in accordance with the Individual Contract.

Duty of Care. FTIS shall provide its services as transfer agent in accordance with the applicable provisions of Section 17A under the Securities Exchange Act of 1934, as amended. In performing the responsibilities delegated to it under this Agreement, FTIS shall at all times act in good faith and agrees to exercise reasonable care, diligence and expertise of a transfer agent having responsibility for providing transfer agent services to investment companies registered under the 1940 Act, but FTIS shall not be liable for any losses, claims, damages, liabilities or expenses arising out of its performance of or failure to perform its duties under this Agreement, except to the extent such damages arise out of its own negligence, bad faith, willful misfeasance or reckless disregard of duty or that of its employees, agents, representatives or delegates or violations of applicable laws, regulations or requirements of any governmental authority having jurisdiction over FTIS or the Investment Company, or breach of this Agreement. FTIS’s liability may arise from or in connection with this Agreement, or from any services under this Agreement provided or omitted to be provided during the term of this Agreement, whether in contract, or in tort, or otherwise.