HD Services definition
Examples of HD Services in a sentence
HD Services shall ensure that such agents, affiliates or independent contractors contractually are legally responsible for their conduct under the standards applicable to HD Services pursuant to this Agreement.
If any amounts are required to be withheld by applicable law, the Company shall be obliged to pay an additional amount over the amount invoiced as shall leave HD Services receiving the same net amount as HD Services invoiced for.
The Monthly Services Fee shall be calculated on the basis of the time spent by HD Services employees and other staff providing such Services based on the rates set out in the HD Services Charge-Out Rates Schedule attached hereto as Annexure C, which rates may be amended from time to time by HD Services by providing to the Company, on not less than thirty (30) days advance notice, an updated HD Services Charge-Out Rate Schedule.
Any such additional amount paid for withholding by the Company shall be refunded if recovered by HD Services and HD Services shall promptly apply to recover or reduce any such withholding amounts.
HD Services may in its sole discretion refer Opportunities to the Company from time to time, pursue such Opportunities for its own benefit or refer Opportunities to Competitors or any other person.
Subject to Sections 5.01 and 5.06, HD Services hereby indemnifies and saves harmless the Company and any of its directors, officers, employees, contractors and agents for any Claim (a “Misconduct Claim”) to the extent that such Claim arises out of the fraud, wilful misconduct or Gross Negligence of HD Services or any of its directors, officers, employees, contractors and agents.
For the avoidance of doubt, HD Services shall not provide any services in respect of which a registration in any capacity would be required under applicable securities laws or other laws, except to the extent provided in Section 2.05(j) .
Subject to Sections 5.01, 5.03 and 5.04, the Company hereby indemnifies and saves harmless HD Services and any of its directors, officers, employees, contractors and agents (each, an “HD Indemnified Person”) from and against any loss, liability, claim, demand, damage and expense (including reasonable legal fees) (each a “Claim” and collectively “Claims”) in connection with the provision of the Services.
If that process results in a refund of more than five percent (5%) of amounts invoiced by HD Services then HD Services shall not only pay the amount but shall pay for the costs of the audit.
HD Services acknowledges and agrees that such rate currently, and shall be amended from time to time to reflect the actual costs of providing such services.