G eneral Clause Samples

G eneral. The City is using Public Assistance grant funding awarded by FEMA to the State of California to pay, in whole or in part, for the costs incurred under this Agreement. As a condition of Public Assistance funding under (major disaster or emergency) declaration, FEMA requires the State of California to provide various financial and performance reporting. a. It is important that the Contractor is aware of these reporting requirements, as the City may require the Contractor to provide certain information, documentation, and other reporting in order to satisfy reporting requirements to the State of California which, in turn, will enable the State of California to satisfy reporting requirements to FEMA. b. Failure of State of California to satisfy reporting requirements to FEMA is a material breach of the FEMA-State Agreement, and could result in loss of Federal financial assistance awarded to fund this Agreement.

G eneral. (a) This Agreement shall not be assigned by either party without the written consent of the other, except in connection with the transfer of substantially all of the assets, stock or business of such party. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties. (b) This Agreement shall be construed and interpreted in accordance with the laws of the State of , without regard to its principles concerning the application of laws of other jurisdictions. (c) This Agreement is the entire agreement between the parties concerning the disclosure of Confidential Information and supersedes all prior oral and written agreements between them with regard to the subject matter herein. No waiver, alteration or cancellation of any of the provisions of this Agreement shall be binding unless in writing and signed by the party to be bound. (d) If any portion of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect without the invalid or unenforceable provisions. (e) The parties hereby represent and warrant that the officials signing this Agreement have the power to do so on behalf of the parties.

G eneral. 1.1 The following Special Conditions shall be read in conjunction with General Conditions of Contracts (IAFW-2249) 1989 Print including amendments and errata thereto. If provisions in these special conditions are at variance with the provisions in the aforesaid documents, the provisions in these special conditions shall be deemed to take precedence there over.

G eneral. (a) Where plaster on concrete surfaces is shown to match the adjacent masonry surfaces, the mix of plaster shall be as for the masonry surfaces. (b) All plastered surfaces shall be troweled to a smooth and even surface without using extra cement.

G eneral. 12.1 This Agreement (including all Orders hereto) constitutes the entire understanding between the parties and supersedes all prior proposals, communications and agreements between the parties relating to its subject matter. No amendment, change, or waiver of any provision of this Agreement will be binding unless in writing and signed by both parties. This Agreement will be construed in accordance with the laws of the State of New York without regard to its conflicts of laws rules that would lead to the application of any other law. Any legal action or proceeding to enforce this Agreement shall be brought exclusively in the federal or state courts located in the State and County of New York, and by execution and delivery of this Agreement, each party hereto irrevocably submits to such jurisdiction and consents to the service of process in any such action or proceeding by personal delivery, first class mail, or any other method permitted by law, and waives any and all rights to transfer or change the venue of any such action or proceeding to any court located outside New York, NY. 12.2 FAIR Health’s relationship to Licensee is that of an independent contractor. Neither party shall be deemed to be or hold itself out as a partner, agent, employee or joint venture partner of the other party. 12.3 Neither Licensee nor Licensee’s Affiliates may assign or transfer this Agreement, or any of the rights or licenses granted under it, without the prior, written consent of FAIR Health. Any attempted assignment without consent shall be void. Any merger of Licensee or the acquisition of control of Licensee shall be deemed to be an assignment for purposes of this Section. FAIR Health may assign or transfer this Agreement, without Licensee's consent but with prior written notice to Licensee, to any Affiliate of FAIR Health, whether now in existence or hereafter created, if such Affiliate agrees in writing to assume and be bound by all of the obligations of FAIR Health under this Agreement. Subject to the forgoing, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the successors and permitted assigns of the parties. 12.4 Any notices permitted or required under this Agreement shall be in writing and will be sent by certified United States mail, postage prepaid, return receipt requested, or by overnight courier service, addressed to the parties at the address set forth on the signature page, or at a different address as designated by a party ...

G eneral. The Government will evaluate each offeror’s proposal in accordance with the factors and subfactors submitted in Section L to determine the best value proposal. The evaluation factors and subfactors represent key areas of importance to be considered in the source selection decision. As demonstrated in their proposals, offerors shall be evaluated in terms of their ability to meet or exceed the program’s requirements stated in the SOW.

G eneral. Upon written acceptance of application, the Board agrees to pay a portion of the cost of health benefits on behalf of eligible employees, toward such benefit plans, as may be mutually agreed by the Board and VESPA bargaining team. The amounts of such board paid subsidies shall be determined as follows: 1. The employer subsidy for health insurance be as follows for 2018-2019: WMHIP Versatile PPO & PPO Select, and HSA 2018-2019 Maximum Employer Subsidy Single $520.77 Two person 1,170.22 Full family 1,449.34 Cash in lieu of insurance $125.00 (Food Service $250)

G eneral. The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A. Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder. Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.

G eneral. This ▇▇▇▇ constitutes the entire agreement of the parties with respect to the subject matter hereto and supersede all prior negotiations, conversations, or discussions between the parties relating to the subject matter hereto, oral or written, and all past dealings or industry custom. Any additional and/or conflicting terms and conditions on purchase order(s) or any other documents issued by you are null, void, and invalid. This ▇▇▇▇ and the rights and obligations hereunder may not be assigned by you, in whole or in part, including by merger, consolidation, dissolution, operation of law, or any other manner, without written consent of NVIDIA, and any purported assignment in violation of this provision shall be void and of no effect. NVIDIA may assign, delegate or transfer this ▇▇▇▇ and its rights and obligations hereunder, and if to a non- Affiliate you will be notified. Each party acknowledges and agrees that the other is an independent contractor in the performance of this ▇▇▇▇, and each party is solely responsible for all of its employees, agents, contractors, and labor costs and expenses arising in connection therewith. The parties are not partners, joint ventures or otherwise affiliated, and neither has any authority to make any statements, representations or commitments of any kind to bind the other party without prior written consent. Neither party will be responsible for any failure or delay in its performance under this ▇▇▇▇ (except for any payment obligations) to the extent due to causes beyond its reasonable control for so long as such event of force majeure continues in effect. This ▇▇▇▇ will be governed by and construed under the laws of the State of Delaware and the United States without regard to the conflicts of law provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The parties consent to the personal jurisdiction of the federal and state courts located in Santa ▇▇▇▇▇ County, California. You acknowledge and agree that a breach of any of your promises or agreements contained in this ▇▇▇▇ may result in irreparable and continuing injury to NVIDIA for which monetary damages may not be an adequate remedy and therefore NVIDIA is entitled to seek injunctive relief as well as such other and further relief as may be appropriate. If any court of competent jurisdiction determines that any provision of this ▇▇▇▇ is illegal, invalid or unenforceable, the remaining provisions will rema...