Parent Services Clause Samples

Parent Services. (a) Parent shall make certain non-monetary contributions, in the form of technical support services, to migrate the Surviving Corporation's proprietary software products to an ASP/Internet platform, and to assist in the integration of wireless communication protocols into these application software products. Parent recognizes that the migration to an internet platform is a prerequisite to the Surviving Corporation's ability to achieve the revenue targets set forth above. A detailed schedule or project plan, outlining a time line on Parent's manpower commitment, will be developed by Parent and the Shareholder, and mutually agreed upon within ninety days of the Close. (b) Parent will also use commercially reasonable efforts to extend to the Surviving Corporation, for the benefit of the Surviving Corporation, other non-monetary contributions in the form of sales, marketing, engineering and technical support services (including personnel) to assist the Surviving Corporation during any Year Period (the "Parent Services"). Each request for Parent Services must be included in the Budget for the respective Year Period. All Parent Services rendered in accordance with this Section 3.3 shall be provided at Parent MFN Rates.

Parent Services. Parent will provide to EFC all of the services as may be designated by EFC, in writing, from time to time, including, without limitation, services for those functions listed on Schedule 2.1, attached hereto and incorporated herein by reference (collectively, the “Services”).

Parent Services. 20 10.3 Survival of Representations, Etc............................................................. 20 10.4 Indemnifications............................................................................. 20 (a) By the Shareholder..................................................................... 21 (b) Tax Indemnity.......................................................................... 21 (c) By Parent and Wireless................................................................. 21 (d) Damages................................................................................ 21 (e) Cooperation............................................................................ 22 (f) Defense of Claims...................................................................... 22 (g) Parent's Right of Offset............................................................... 22 (h)

Parent Services i. Provide information, training, and support to school districts and families, in order to promote effective parent participation in the education of children who are exceptional or have special needs. ii. Provide assistance in the development of family friendly programs, training and support for services for children with disabilities, and support partnerships between schools and parents to support student achievement.

Parent Services