Employees and Contractors Sample Clauses
POPULAR SAMPLE Copied 4 times
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) During the Pre-Closing Period, the Company shall reasonably cooperate and work with Acquiror to help Acquiror identify key employees of the Company and each Company Subsidiary to whom Acquiror will seek to enter into new employment arrangements (including amended employment agreements or new or amended offer letters) with Acquiror or a post-Closing Affiliate of Acquiror. With respect to any such employee of the Company who receives a new offer of employment from Acquiror or an Affiliate of Acquiror, during the Pre-Closing Period, the Company shall reasonably assist Acquiror or such Affiliate of Acquiror, as applicable, with its efforts to enter into an Offer Letter with such employee as soon as practicable after the Agreement Date and, with respect to the employees set forth on Schedule 6.3(f) of the Disclosure Letter, in any event prior to the Closing Date.
(b) As of the Closing, Acquiror or its Subsidiaries shall make available to employees of the Company and the Company Subsidiaries who remain employed by Acquiror or one of its Affiliates following the Closing Date (“Continuing Employees”) employee health and welfare benefits that are substantially equivalent, in the aggregate, to such benefits provided to other similarly situated (based on levels of responsibility) employees of Acquiror or its Subsidiaries. As promptly as practicable following the Effective Time, Acquiror shall enroll Continuing Employees, and their eligible dependents where applicable, in Acquiror’s employee benefit plans, programs, or policies (the “Acquiror Benefit Plans”); provided, however, that Acquiror shall take commercially reasonable efforts not to let a lapse or cessation of coverage for any health, dental, or vision benefits of Continuing Employees before such Continuing Employees’ eligibility for benefits under such health, dental, or vision plans of the Acquiror Benefit Plans becomes effective. Each Continuing Employee shall receive credit for all accrued benefits under the Company Employee Plans other than accrual of benefits under defined benefit plans (e.g., credit for accrued vacation days, years of service accrued with respect to the calculation of any severance payments in the event of termination of such Continuing Employee’s employment by Acquiror or participation in any Acquiror Benefit Plans) and for purposes of eligibility to participate and vesting (other than with respect to equity and equity-based awards and incentive compensation) under Acquiror Benefit...
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. 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...