Quality Control A. Controlled Affiliate agrees to use the Licensed Marks and Name only in connection with the licensed services and further agrees to be bound by the conditions regarding quality control shown in attached Exhibit A as they may be amended by BCBSA from time-to-time.
B. Controlled Affiliate agrees to comply with all applicable federal, state and local laws.
C. Controlled Affiliate agrees that it will provide on an annual basis (or more often if reasonably required by Plan or by BCBSA) a report or reports to Plan and BCBSA demonstrating Controlled Affiliate’s compliance with the requirements of this Agreement including but not limited to the quality control provisions of this paragraph and the attached Exhibit A.
D. Controlled Affiliate agrees that Plan and/or BCBSA may, from time-to-time, upon reasonable notice, review and inspect the manner and method of Controlled Affiliate’s rendering of service and use of the Licensed Marks and Name.
E. As used herein, a Controlled Affiliate is defined as an entity organized and operated in such a manner, that it meets the following requirements:
(1) A Plan or Plans authorized to use the Licensed Marks in the Service Area of the Controlled Affiliate pursuant to separate License Agreement(s) with BCBSA, other than such Controlled Affiliate’s License Agreement(s), (the “Controlling Plan(s)”), must have the legal authority directly or indirectly through wholly-owned subsidiaries to select members of the Controlled Affiliate’s governing body having not less than 50% voting control thereof and to:
(a) prevent any change in the articles of incorporation, bylaws or other establishing or governing documents of the Controlled Affiliate with which the Controlling Plan(s) do(es) not concur;
(b) exercise control over the policy and operations of the Controlled Affiliate at least equal to that exercised by persons or entities (jointly or individually) other than the Controlling Plan(s); and Notwithstanding anything to the contrary in (a) through (b) hereof, the Controlled Affiliate’s establishing or governing documents must also require written approval by the Controlling Plan(s) before the Controlled Affiliate can:
(i) change its legal and/or trade names;
(ii) change the geographic area in which it operates;
(iii) change any of the type(s) of businesses in which it engages;
(iv) create, or become liable for by way of guarantee, any indebtedness, other than indebtedness arising in the ordinary course of business;
(v) sell any assets, except for sales in the ordinary course of business or sales of equipment no longer useful or being replaced;
(vi) make any loans or advances except in the ordinary course of business;
(vii) enter into any arrangement or agreement with any party directly or indirectly affiliated with any of the owners or persons or entities with the authority to select or appoint members or board members of the Controlled Affiliate, other than the Plan or Plans (excluding owners of stock holdings of under 5% in a publicly traded Controlled Affiliate);
(viii) conduct any business other than under the Licensed Marks and Name;
(ix) take any action that any Controlling Plan or BCBSA reasonably believes will adversely affect the Licensed Marks and Name. In addition, a Plan or Plans directly or indirectly through wholly owned subsidiaries shall own at least 50% of any for-profit Controlled Affiliate.
(2) A Plan or Plans authorized to use the Licensed Marks in the Service Area of the Controlled Affiliate pursuant to separate License Agreement(s) with BCBSA, other than such Controlled Affiliate’s License Agreement(s), (the “Controlling Plan(s)”), have the legal authority directly or indirectly through wholly-owned subsidiaries to select members of the Controlled Affiliate’s governing body having more than 50% voting control thereof and to:
(a) prevent any change in the articles of incorporation, bylaws or other establishing or governing documents of the Controlled Affiliate with which the Controlling Plan(s) do(es) not concur;
(b) exercise control over the policy and operations of the Controlled Affiliate. In addition, a Plan or Plans directly or indirectly through wholly-owned subsidiaries shall own more than 50% of any for-profit Controlled Affiliate.
Data Integrity Control Personal Data will remain intact, complete and current during processing activities.
University Any notice may be served upon the University by delivering it, in writing, to the University at the address set forth on the last page of this Agreement, by depositing it in a United States Postal Service deposit box with the postage fully prepaid and with the notice addressed to the University at the aforementioned address, or by sending a facsimile of it to the University facsimile number set forth on the last page of this Agreement.
Weed Control The tenant shall control all noxious weeds on the subject lands and maintain any summerfallow in a reasonably weed free condition.
PROFESSIONAL DEVELOPMENT AND EDUCATIONAL IMPROVEMENT A. Both the Board and the Association encourage teachers to seek professional improvement. In order to assist teachers in extending and improving their skills the following plan will be implemented.
B. All Teachers will be encouraged to earn a Masters degree or coursework toward additional certification that is in the field of education and within a teacher's discipline, or in an area that is beneficial to the school.
C. The Board will pay teacher's expenses for undergraduate and/or graduate credits, specialty and additional endorsements under the following conditions.
1. In allocating budgeted funds priority will be given to the teachers in a “masters” program and those teachers who need to complete coursework for certification.
2. All courses must be approved, in advance, by the Superintendent. Courses for recertification purposes must be approved in advance by the certification committee and the superintendent. The teacher shall receive a written reply from the Superintendent within ten (10) days of application for course approval (See Appendix D).
3. Each teacher will be eligible for up to six (6) semester hours of credit or, if enrolled in a matriculated, organized program, 12 semester hours of credit for undergraduate will be paid if part of a graduate program or graduate courses per contract year. The Superintendent reserves the right to request intent to take courses prior to final budget preparation. Failure to communicate such intent at the time of the Superintendent’s request may jeopardize course reimbursement due to a lack of funding.
4. The administration will pay in advance the cost of the course. Presentation of evidence of satisfactory completion of the course (A grade of B or better) is the responsibility of the teacher. In the event the course is not completed or not completed satisfactorily, the teacher will refund the payment received in advance and in accordance with Appendix D – attached.
5. Teachers who resign shall not be eligible for reimbursement after the date of resignation Teachers who have been reimbursed for any course work toward securing a masters within the last two (2) years of employment shall be required to continue their service to RSU # 78 for an additional two (2) years (twenty-four months) or will be required to reimburse the district the cost associated with Masters courses taken prior to departing, Such reimbursement to the district shall be remitted via payroll deductions as arranged between the District and employee, unless the failure to continue employment is due to illness, disability, death, or reduction of position.
6. Reimbursement will only be for tuition and fees. It will not include reimbursement for mileage, books and other expenses unless the teacher is required to take the course by the administration.