WWAP Clause Examples
The WWAP (Work, Warranty, and Acceptance Procedure) clause defines the process and standards for completing, warranting, and accepting work under a contract. Typically, it outlines the steps the contractor must follow to demonstrate that work meets agreed specifications, the period during which the contractor guarantees the quality of the work, and the criteria or process for the client to formally accept the completed work. This clause ensures that both parties have a clear understanding of quality expectations, timelines for correction of defects, and the formal handover process, thereby reducing disputes and ensuring accountability for performance.
WWAP shall own any and all Intellectual Property embodied in the New Technology, whether or not the New Technology is patentable, copyrightable or susceptible to any other form of legal protection. ActivePoint agrees that all copyrightable works of authorship created or prepared by ActivePoint's employees shall be deemed works made for hire to the benefit of WWAP.
WWAP. INC. a company incorporated in Delaware, having its registered office, at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ("WWAP"); and
WWAP. 2014. The United Nations world water development report 2014: Water and Energy [pdf] Paris: UNESCO 12 UNU and UNOSD, 2013. Water for sustainability: framing water within the post-2015 Development Agenda. United Nations University Institute for Water, Environment and Health, UN Office of Sustainable Development and Stockholm Environment Institute.
WWAP. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇ ---------------- -------------- Title: Business Development Title: President
WWAP shall deliver to ActivePoint the following documents:
(1) A duly adopted Certificate of Designation of Class A Convertible Preferred Stock designating the Preferred A Stock and providing for the rights, preferences, privileges and restrictions of the Preferred A Stock, in the form attached hereto as SCHEDULE 3.2.2(1)
(2) A duly adopted resolution of WWAP's shareholder's meeting, in the form attached hereto as SCHEDULE 3.2.2(2)(A), adopting the amended and restated COI attached hereto as SCHEDULE 3.2.2(2)(B).
(3) A duly adopted resolution of WWAP's board of directors, in the form attached hereto as SCHEDULE 3.2.2(3), approving: (i) the execution of EXHIBIT 10.1 - EXCHANGE AGREEMENT this Agreement (including all schedules and exhibits hereto) and the transactions contemplated hereby, including, without limitation, the issuance of the Common Stock and Preferred A Stock to the Shareholders, the reservation of Common Stock to be issued upon conversion of the Preferred A Stock, and the assignment of the Owner's Loans, subject to the terms hereof; and (ii) the execution of the SA.
(4) Duly executed Shares Transfer Deeds signed by the Shareholders, in accordance with SCHEDULE 2.3;
(5) Any and all consents, waivers, approvals, registrations, filings, permits or authorizations with or by any governmental authority or any other third party necessary for WWAP to perform its obligations contemplated hereby;
(6) Duly signed copies of the SA;
(7) A certificate dated as of the date of the Closing, certifying that all of the representations and warranties made by WWAP in this Agreement, are true and correct as of the Closing, and that WWAP has performed and complied with all of the terms of this Agreement, applying to WWAP, in the form attached hereto as SCHEDULE 3.2.2(7);
(8) Validly executed share certificates representing the Common Stock and Preferred A Stock to be issued to each of the Shareholders pursuant to the terms of this Agreement, in the form attached hereto as SCHEDULE 3.2.2(8).
WWAP shall provide ActivePoint from time to time with service orders per each New Technology requested pursuant to this Agreement, including the initial idea and functional requirements for each such task, an estimated budget for such a task, a description of the work requested from ActivePoint, an estimated timetable for completion of such task and any other details that are required with regard thereto.
WWAP further agrees to permit its applicable records to be examined from time to time by an auditor appointed by ActivePoint and acceptable to WWAP, to verify the accuracy of the reports provided by WWAP to ActivePoint and the amounts due and payable hereunder. Such examination shall be at the expense of ActivePoint, except that WWAP shall reimburse ActivePoint for such expense if the examination reveals that the amounts paid to ActivePoint are less than 90% of what is due and owing to ActivePoint. WWAP undertakes to keep such Reports for six (6) years from issuance and to keep other related records in sufficient detail to substantiate all royalties payable hereunder.
WWAP has not paid or undertook to pay any fee or commission to any broker, finder, investment banker or other intermediary in connection with the transactions contemplated by this Agreement.
WWAP may create a Security Interest upon its rights and interest hereunder in favour of a financing institution.
WWAP may deduct income withholding taxes imposed by relevant governmental authorities on payments made hereunder. WWAP will provide ActivePoint with copies of all relevant receipts for such taxes it deducts, ensuring that the amounts actually received by ActivePoint plus said tax receipts equal the total amounts payable to ActivePoint.