Employees and Contractors Clause Samples
The "Employees and Contractors" clause defines the distinction and relationship between individuals engaged by a company as employees versus those engaged as independent contractors. It typically outlines the criteria used to classify workers, such as the nature of their work, level of control, and benefits eligibility, and may specify that contractors are responsible for their own taxes and benefits. This clause helps prevent misclassification, clarifies legal obligations, and ensures both parties understand their rights and responsibilities under the agreement.
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Employees and Contractors. The Recipient agrees to disclose Confidential Information to any agents, affiliates, directors, officers, or any other employees, collectively known as the “Employees,” solely on a need-to-know basis and represents that such Employees have signed appropriate non-disclosure agreements or have taken appropriate measures imposing on such Employees a duty to third parties:
i.) To hold any third-party proprietary information received by such Employees in the strictest confidence;
ii.) Not to disclose such third-party Confidential Information to any other third party; and
iii.) Not to use such Confidential Information for the benefit of anyone other than to whom it belongs, without the prior express written authorization of the Owner.
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the Charter Holder or the School is an officer, employee, or agent of the Arizona State Board for Charter Schools or the State of Arizona.
Employees and Contractors. The number of employees or contractors used by Operator in conducting operations hereunder, their selection, and the hours of labor and the compensation for services performed shall be determined by Operator, and all such employees or contractors shall be the employees or contractors of Operator.
Employees and Contractors. This Charter is not an employment contract. No officer, employee, agent, or subcontractor of the School is an officer, employee, or agent of the Commission or the Department.
Employees and Contractors. (a) With respect to any Offered Employee, Parent shall, and shall cause the Company to, assist Acquirer with its efforts to enter into Employment Documents with such employee as soon as practicable after the date hereof and in any event prior to the Closing Date. Notwithstanding any of the foregoing, Acquirer shall not have any obligation to make an offer of employment to any employee of the Company (other than the Employment Documents previously extended to and executed by the Key Employees on the Agreement Date). With respect to matters described in this Section 5.8(a), none of the Group Companies shall send any notices or other communication materials to any of their respective employees that is reasonably expected to adversely affect Acquirer’s attempt to hire or retain the Company’s employees without Acquirer’s prior written consent. However, the foregoing shall not preclude Parent and/or any Group Company from providing notice of termination to Designated Employees (as defined below). Parent shall cause the Company and the Subsidiaries to terminate the employment of each of those Company and Subsidiary employees who (i) have not received an offer of continued employment with the Company or Acquirer prior to the Agreement Date or are listed on Schedule 5.8 hereto, effective no later than three Business Days after the Agreement Date, (ii) have notified Acquirer that they will not accept an offer of continued employment with the Company or Acquirer on or after the Agreement Date and prior to the Closing Date, effective no later than three Business Days following Parent’s receipt of written notification from Acquirer of such employee’s decision not to accept such offer or (iii) have otherwise not accepted an offer of continued employment with the Company or Acquirer as of one Business Day prior to the Closing Date, effective no later than one Business Day prior to the Closing Date (each employee in (i), (ii) or (iii), a “Designated Employee”).
(b) Parent shall use commercially reasonable efforts to retain each Person specified on Schedule 5.8(b) (the “Specified Contractors”) and to cause such Specified Contractors to enter into a contractor agreement with Acquirer (or its designee) prior to the Closing. Unless otherwise agreed to in writing by Acquirer, Parent and/or the Company shall cause the relationships of each consultant or independent contractor with the Company and each Subsidiary who are not Specified Contractors to be terminated at or prior to ...
Employees and Contractors. Operator shall select employees and contractors and determine their number, hours of labor, and compensation. The employees shall be employees of Operator.
Employees and Contractors. (a) Seller shall use reasonable good faith efforts to assist Purchaser with its efforts to enter into compensation profiles and/or offers with each Codec Employee set forth on Schedule 5.3(a), as soon as reasonably practicable after the date hereof and in any event prior to the Closing Date, which compensation profiles and/or offers shall become effective upon the Closing. Notwithstanding any of the foregoing, neither Purchaser nor any of its Affiliates shall have any obligation to make an offer of employment to any Codec Employee or other employee of Seller or any of its Subsidiaries. Codec Employees who accept compensation profiles and/or offers of employment from Purchaser or any of its Subsidiaries, including the Key Employees (each, a “Transferred Employee”) shall be entitled to the benefits from Purchaser described in their respective Employment Agreements, compensation profiles and/or offers. Notwithstanding anything in this Agreement to the contrary, no Transferred Employee, and no other employee of Seller or any of its Subsidiaries shall be deemed to be a third party beneficiary of this Agreement.
(b) Seller shall use reasonable good faith efforts to assist Purchaser with its efforts to enter into offers (if employment is offered) or an independent contractor agreement (if an engagement is offered) in a form reasonably deemed appropriate by Purchaser with each Key Consultant or individual employed by Seller set forth on Schedule 5.3(b) as soon as reasonably practicable after the date hereof and in any event prior to the Closing Date, which employment offers or independent contractor agreement, as the case may be, shall become effective upon the Closing, an individual who accepts employment or engagement with the Purchaser, including the Key Consultant, shall be hereinafter referred to as a “Transferred Consultant”). Notwithstanding any of the foregoing, neither Purchaser nor any of its Affiliates shall have any obligation to make an offer of employment or an offer of engagement to the Key Consultant or other independent contractor of Seller or any of its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, no Transferred Consultant, and no independent contractor of Seller or its Subsidiaries shall be deemed to be a third party beneficiary of this Agreement.
(c) As soon as practicable after the execution of this Agreement, Seller shall notify the Transferred Employees that all claims for expenses which qualify for coverage unde...
Employees and Contractors. Each Person who is or was an employee or contractor of any of the Acquired Corporations and who is or was involved in the creation or development of any Company Product or Company IP has signed an enforceable agreement containing an assignment of Intellectual Property Rights pertaining to such Company Product or Company IP to such Acquired Corporation and confidentiality provisions protecting the Company IP. No current or former shareholder, officer, director, or employee of the Company has any claim, right (whether or not currently exercisable), or interest to or in any Company IP. No employee of any of the Acquired Corporations is (a) bound by or otherwise subject to any Contract restricting him from performing his duties for any of the Acquired Corporations or (b) in breach of any Contract with any former employer or other Person concerning Intellectual Property Rights or confidentiality due to his activities as an employee of any of the Acquired Corporations.
Employees and Contractors. If you are engaged, employed or contracted to organize a Record Attempt on behalf of an individual, company, organisation or group of people, you must have each persons’ consent (by way of your own separate agreement) to enter into, and accept this Agreement.
Employees and Contractors. (a) Schedule 4.22(a) lists the following information for each employee of the Company and each of its Subsidiaries, including each employee on leave of absence or temporary layoff status: employer, name, job title, date of hire, date of commencement of employment, exempt/nonexempt status, dates of leave of absence or layoff status and anticipated date for return to work, rate of compensation, bonus and/or commission arrangement, severance arrangement, vacation, sick time, and personal leave accrued as of the Balance Sheet Date, and service credited for purposes of vesting and eligibility to participate under any Plan.
(b) Schedule 4.22(b) sets forth a true, correct and complete list of all severance Contracts and employment Contracts to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound. Neither the Company nor any of its Subsidiaries has any obligation to pay any amount or provide any benefit to any former employee or officer, other than obligations (i) for which the Company has established a reserve for such amount on the Company Balance Sheet, and (ii) pursuant to Contracts entered into after the Balance Sheet Date. Except as otherwise set forth on Schedule 4.22(b), all of the employees of the Company and its Subsidiaries are employed at-will with no entitlement to notice or severance upon termination.
(c) Schedule 4.22(c) lists the following information for every independent contractor, consultant, or sales agent of the Company and its Subsidiaries during the past three years: name, responsibilities, date of engagement, compensation, date of engagement termination if applicable. All Persons who have performed services for the Company or its Subsidiaries as an independent contractor, consultant, or sales agent have, at all times while providing such services, been properly classified and qualified as an independent contractor in relation to the Company and its Subsidiaries for purposes of all applicable Laws, including those relating to Taxes, insurance, and employee benefits, and the Company has fully and accurately reported their compensation on IRS Forms 1099 or other applicable Tax forms for independent contractors when required to do so.
(d) Except as set forth in Schedule 4.22(d), to the knowledge of the Company, (i) no director, officer, or other key employee of the Company or any of its Subsidiaries intends to terminate such Person’s employment with the Company or its Subsidiaries, and (ii) no i...