Contractor Matters Clause Samples

The 'Contractor Matters' clause defines the rights, responsibilities, and obligations of contractors engaged under the agreement. It typically outlines requirements such as qualifications, performance standards, compliance with laws, and procedures for addressing issues like subcontracting or disputes. By clearly specifying these expectations, the clause helps ensure that all contractor-related activities are managed consistently and transparently, reducing the risk of misunderstandings or non-compliance during the course of the contract.
Contractor Matters. The Company has identified in the Disclosure Schedule the name and contact information of each independent contractor, consultant, freelancer or other service provider (i) utilized by the Company as of the date hereof or (ii) utilized by the Company relating to the development, modification or creation of any proprietary formulas for the Products within the three (3) years immediately preceding such date (collectively, “Contractors”). A copy of each Contract relating to the services any Contractor provides or provided to the Business has been made available to the Buyer. To the Knowledge of Company, no Contractor used by the Company is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for Seller. Each Contractor ever retained by the Company to create, modify or develop with respect to the proprietary formulas for the Products has executed a nondisclosure and assignment-of-rights Contract for the benefit of the Company and the Company is the owner of all rights in and to all Intellectual Property created by such Contractor in performing services for the Company vesting all rights in work product created in the Company. All individuals who have been treated by the Company as independent contractors in the five (5) years immediately preceding the date hereof were, to the Knowledge of Company, correctly classified as such for purposes of the Code and all other applicable Laws.
View SourceView Similar (5)
Contractor Matters. The Seller has or will, prior to the Closing Date, disclose a list of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each material independent contractor, consultant, freelancer or other service provider (collectively, “Contractors”) used by the Company at any point during the prior one (1) year. A copy of each Contract relating to the services any Contractor provides to the Business has been provided to the Company. To the Knowledge of the Seller, no Contractor used by the Company is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for the Company. To the Knowledge of the Seller, no current Contractor used by the Company intends to terminate his or her or its relationship with the Company. The Company has no obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor. The Company has properly classified, pursuant to any applicable Law, all Contractors used by the Company at any point.
View SourceView Similar (4)
Contractor Matters. Schedule 5.17 contains a complete and accurate listing of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each independent contractor, consultant, freelancer or other service provider (collectively, “Contractors”) used by Seller at any point during the prior one (1) year. A copy of each Contract relating to the services any Contractor provides to the Focus Factor Business has been provided to Seller. To the Knowledge of Seller, no Contractor used by Seller is a party to, or is otherwise bound by, any Contract or arrangement with any third party, including any confidentiality or non-competition Contract, that in any way adversely affects or restricts the performance of such Contractor’s duties for Seller. Each Contractor ever retained by Seller to create, modify or work with respect to the Business Intellectual Property has executed a nondisclosure and assignment-of-rights Contract for the benefit of Seller and Seller is the owner of all rights in and to all Intellectual Property created by each Contractor in performing services for Seller vesting all rights in work product created in Seller. To the Knowledge of Seller, no current Contractor used by Seller intends to terminate his or her or its relationship with Seller. Seller has no obligation or Liability with respect to any Taxes (or the withholding thereof) in connection with any Contractor. Seller has properly classified, pursuant to the Code, Labor Laws and any other applicable Law, all Contractors used by Seller at any point.
View SourceView Similar (3)
Contractor Matters. (a) Section 6.8 of the Seller Disclosure Schedule sets forth a list of individuals identified as “Freelance” thereon (the “Individual Identified Contractors”) and the individuals employed by GlobalLogic and/or HSC as identified thereon (the “Other Identified Contractors”, and together the Individual Identified Contractors, the “Identified Contractors”). Seller shall, and shall cause the other members of the Seller Group to afford to Purchaser and its Representatives access to (A) the Identified Contractors’ Contracts and books and records of the Seller Group in relation therewith, and (B) all other information concerning the Identified Contractors required to facilitate Purchaser’s discussions with the Individual Identified Contractors, and GlobalLogic and HSC with respect to the Other Identified Contractors. (b) Within a reasonable period following the date hereof, Purchaser or its Affiliate shall make their respective commercially reasonable efforts (subject to Purchaser’s customary procurement conditions, to the extent permitted by Applicable Law) to enter into, with effect from the Closing Date, services contracts with GlobalLogic and HSC with respect to the Other Identified Contractors. Seller and Purchaser shall cooperate in good faith and use their commercially reasonable efforts to obtain the consent and agreement of GlobalLogic and HSC with respect to their engagement with Purchaser or any of its Affiliates for the provision of services by the Other Identified Contractors. In particular, (i) Purchaser shall, directly or indirectly, offer to each Other Identified Contractor such scope of work that is substantially similar to that conducted for the Seller Group within the twelve (12) months preceding the Closing, and terms to GlobalLogic and/or HSC that are no less favorable than those offered by Purchaser or its Affiliates to those contractor companies in the relevant jurisdiction, and (ii) the Seller Group shall accept that the Other Identified Contractors are allocated by GlobalLogic or HSC, as applicable, to Purchaser and its Affiliates. Purchaser and Seller shall discuss in good faith whether a suitable replacement can be found for those Other Identified Contractors whom GlobalLogic or HSC has been unable to allocate to Purchaser and its Affiliates. (c) Each Individual Identified Contractor shall be provided with Offer Documentation and shall be deemed an Identified Employee for purposes of Sections 6.7(b) through 6.7(d).
View Source
Contractor Matters. No later than 30 Business Days after the date hereof, the Company shall provide to Parent a true and complete list, as of a recent date, of all individual and sole proprietor independent contractors currently engaged by the Company or any of its Subsidiaries, by: (i) name; (ii) a description of services provided; (iii) work location (city, and if applicable, state, and country); (iv) the entity that engages the individual or sole proprietor (whether the Company or a particular Subsidiary); (v) date and term, if any, of engagement; (vi) status as full-time or part-time (and, if part-time, the approximate number of hours worked); (vii) whether paid on an hourly, salary or other basis and the amount of such payment; and (viii) whether subject to an independent contractor agreement.
View Source
Contractor Matters. 5.1 Services Descriptions (Clause 9.1) 5.2 Technical Solution (Clause 9.1) 5.3 Commercially Sensitive Information (Clause 42.7) 5.4 Approved Subcontractors (Clauses 24.6 and 24.16) 5.5 Contractor Service Improvement Projects (Clause 9.2) 5.6 Contractor’s Proposal (Clause 9.3)
View Source
Contractor Matters 
View SourceView Similar (3)

Related to Contractor Matters

  • Labor Matters No labor problem or dispute with the employees of the Company or any of its subsidiaries exists or is threatened or imminent, and the Company is not aware of any existing or imminent labor disturbance by the employees of any of its or its subsidiaries’ principal suppliers, contractors or customers, that could have a Material Adverse Effect.

  • Litigation, Environmental and Labor Matters (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve this Agreement or the Transactions. (b) Except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries (i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, (ii) has become subject to any Environmental Liability or (iii) has received notice of any claim with respect to any Environmental Liability. (c) There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. All material payments due from the Borrower or any of its Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as liabilities on the books of the Borrower or such Subsidiary. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement under which the Borrower or any of its Subsidiaries is bound.

  • Contractor Parties A Contractor’s members, directors, officers, shareholders, partners, managers, principal officers, representatives, agents, servants, consultants, employees or any one of them or any other person or entity with whom the Contractor is in privity of oral or written contract and the Contractor intends for such other person or entity to Perform under the Contract in any capacity.

  • Third Party Contractors Tenant shall obtain and deliver to Landlord, Third Party Contractor’s certificates of insurance and applicable endorsements at least seven (7) business days prior to the commencement of work in or about the Premises by any vendor or any other third-party contractor (collectively, a “Third Party Contractor”). All such insurance shall (a) name Landlord as an additional insured under such party’s liability policies as required by Section 10.3.1 above and this Section 10.6, (b) provide a waiver of subrogation in favor of Landlord under such Third Party Contractor’s commercial general liability insurance, (c) be primary and any insurance carried by Landlord shall be excess and non-contributing, and (d) comply with Landlord’s minimum insurance requirements.

  • Contractor Key Personnel ‌ The Contractor shall assign a Corporate OASIS SB Program Manager (COPM) and Corporate OASIS SB Contract Manager (COCM) as Contractor Key Personnel to represent the Contractor as primary points-of-contact to resolve issues, perform administrative duties, and other functions that may arise relating to OASIS SB and task orders solicited and awarded under OASIS SB. Additional Key Personnel requirements may be designated by the OCO at the task order level. There is no minimum qualification requirements established for Contractor Key Personnel. Additionally, Contractor Key Personnel do not have to be full-time positions; however, the Contractor Key Personnel are expected to be fully proficient in the performance of their duties. The Contractor shall ensure that the OASIS SB CO has current point-of-contact information for both the COPM and COCM. In the event of a change to Contractor Key Personnel, the Contractor shall notify the OASIS SB CO and provide all Point of Contact information for the new Key Personnel within 5 calendar days of the change. All costs associated with Contractor Key Personnel duties shall be handled in accordance with the Contractor’s standard accounting practices; however, no costs for Contractor Key Personnel may be billed to the OASIS Program Office. Failure of Contractor Key Personnel to effectively and efficiently perform their duties will be construed as conduct detrimental to contract performance and may result in activation of Dormant Status and/or Off-Ramping (See Sections H.16. and H.17.).