Definitions As used in this Agreement, the following terms shall have the following meanings:
Definitions and Interpretation In this Agreement, unless the context requires otherwise, the following words and expressions shall have the following meanings:
Definition The following definition applies in addition to the definitions in Chapter 287, Florida Statutes (F.S.), and Rule Chapter 60A-1, Florida Administrative Code (F.A.C.):
General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
Incorporation of terms 2.1 The following Framework Agreement clauses (including clauses and defined terms referenced by them) as modified under clause 2.2 are incorporated as separate Call-Off Contract obligations and apply between the Supplier and the Buyer: • 4.1 (Warranties and representations) • 4.2 to 4.7 (Liability) • 4.11 to 4.12 (IR35) • 5.4 to 5.5 (Force majeure) • 5.8 (Continuing rights) • 5.9 to 5.11 (Change of control) • 5.12 (Fraud) • 5.13 (Notice of fraud) • 7.1 to 7.2 (Transparency) • 8.3 (Order of precedence) • 8.6 (Relationship) • 8.9 to 8.11 (Entire agreement) • 8.12 (Law and jurisdiction) • 8.13 to 8.14 (Legislative change) • 8.15 to 8.19 (▇▇▇▇▇▇▇ and corruption) • 8.20 to 8.29 (Freedom of Information Act) • 8.30 to 8.31 (Promoting tax compliance) • 8.32 to 8.33 (Official Secrets Act) • 8.34 to 8.37 (Transfer and subcontracting) • 8.40 to 8.43 (Complaints handling and resolution) • 8.44 to 8.50 (Conflicts of interest and ethical walls) • 8.51 to 8.53 (Publicity and branding) • 8.54 to 8.56 (Equality and diversity) • 8.59 to 8.60 (Data protection • 8.64 to 8.65 (Severability) • 8.66 to 8.69 (Managing disputes and Mediation) • 8.80 to 8.88 (Confidentiality) • 8.89 to 8.90 (Waiver and cumulative remedies) • 8.91 to 8.101 (Corporate Social Responsibility) • paragraphs 1 to 10 of the Framework Agreement glossary and interpretation • any audit provisions from the Framework Agreement set out by the Buyer in the Order Form 2.2 The Framework Agreement provisions in clause 2.1 will be modified as follows: 2.2.1 a reference to the ‘Framework Agreement’ will be a reference to the ‘Call-Off Contract’ 2.2.2 a reference to ‘CCS’ will be a reference to ‘the Buyer’ 2.2.3 a reference to the ‘Parties’ and a ‘Party’ will be a reference to the Buyer and Supplier as Parties under this Call-Off Contract 2.3 The Parties acknowledge that they are required to complete the applicable Annexes contained in Schedule 4 (Processing Data) of the Framework Agreement for the purposes of this Call-Off Contract. The applicable Annexes being reproduced at Schedule 7 of this Call-Off Contract. 2.4 The Framework Agreement incorporated clauses will be referred to as incorporated Framework clause ‘XX’, where ‘XX’ is the Framework Agreement clause number. 2.5 When an Order Form is signed, the terms and conditions agreed in it will be incorporated into this Call-Off Contract.