Definitions and Obligations Clause Samples

The "Definitions and obligations" clause establishes the specific meanings of key terms used throughout the agreement and outlines the responsibilities each party must fulfill. In practice, this clause lists important words or phrases and provides their precise definitions, ensuring all parties interpret them consistently, and then details the duties or actions required from each side under the contract. By clearly defining terminology and setting out obligations, this clause prevents misunderstandings and disputes, ensuring that all parties are aware of their roles and the expectations placed upon them.
Definitions and Obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (the “Confidential Information” of the Disclosing Party). Confidential Information of Tonic includes non-public information regarding features, functionality, and performance of the Services. Your Confidential Information includes data provided by you in connection with the Services or data collected by Tonic or the Software in connection with providing the Services (collectively, “Your Data”). The Receiving Party will: (i) take reasonable precautions to protect all Confidential Information, and (ii) not use (except as expressly permitted herein) or divulge it to any third person. Except with respect to Your Data (which will never be disclosed, except as set forth below), the Disclosing Party agrees that the foregoing will not apply 3 years after disclosure or if the Receiving Party can document that the information (a) is or has become generally available to the public; (b) was in its possession or known by it, prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party. Despite the foregoing, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent required by law or regulatory or judicial order, provided that the Receiving Party will promptly notify the Disclosing Party and will cooperate, at the Disclosing Party’s sole expense, in any efforts of the Disclosing Party seeking relief from such order.
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Definitions and Obligations. In addition to the Materials, during the Term, the parties may disclose to each other, orally or in writing, or a party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the Term and three years thereafter, each party shall: (i) keep all Confidential Information confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Section. “Confidential Information” shall mean all proprietary information concerning the parties unless specifically identified as “non-confidential,” including, but not limited to, all of the parties’ confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. The parties expressly agree that each party shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual without the necessity of posting a bond, and shall be entitled to its reasonable attorneys’ fees and costs as a prevailing party. The foregoing shall be in addition and without prejudice to such rights that such party may have at law or equity.
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Definitions and Obligations. Both Parties will treat information marked or designated as ‘confidential’ as “Confidential Information” and shall not disclose such information to any third party, other than required government officials, the Investigators and employees of either Party who have a need to know such information and who are under similar obligations of confidentiality, for a period of five (5) years from the conclusion of the Study or termination date of this Agreement. Confidential Information shall expressly include all Intellectual Property related to this Agreement The obligations of this section do not apply to: (i) Information, which is in the public domain or comes into the public domain through no fault of either party; (ii) Information learned by OMNI or Baxter from a third party not subject to a duty to either party to not disclose such information; (iii) Information already known to the Party before receipt from the other Party, as shown by the Party’s prior written records; and (iv) Information, which either Party is required by law to disclose, provided that, in any such event, the other Party shall provide the Party having to make a disclosure with prior written notice and a reasonable opportunity to seek a protective order and OMNI shall furnish only that portion of the Confidential Information that its counsel advises is required to be disclosed by law.
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Definitions and Obligations. Subject to the other provisions of this Section 6 and the limitation set forth in Section 6C below, ▇▇▇▇▇▇ agrees to pay to Landlord, as Additional Rent, Tenant's Proportionate Share of all actual costs and expenses (the "Common Area Expense") of every kind and nature paid or incurred by Landlord, or for which Landlord is or becomes obligated during the Term. The term “
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Definitions and Obligations. During the term of this Agreement, a party (“Disclosing Party) may disclose to the other party (“Receiving Party”), orally or in writing, or Receiving Party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the term of this Agreement, and for a period of five (5) years thereafter, Receiving Party must: (i) keep, and cause all of Receiving Party’s personnel to keep, all Confidential Information strictly confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within Receiving Party’s own organization to only those individuals who require disclosure for performance of Receiving Party’s duties under this Agreement. “Confidential Information” shall mean all information concerning Disclosing Party and Disclosing Party’s clients including, but not limited to, confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. Confidential Information is, and shall be considered to be, the sole and exclusive property of Disclosing Party. Without limiting the generality of the foregoing, Producer agrees that all printed materials, applications, sales literature and other written materials furnished to it by Horizon BCBSNJ is Horizon BCBSNJ’s property at all times. Such materials shall be subject to Horizon BCBSNJ’s control at all times and Producer shall use only the latest versions of such materials authorized by Horizon BCBSNJ. Producer shall in no event amend or modify such materials in any respect.
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Definitions and Obligations. In addition to the Materials, during the Term, the parties may disclose to each other, orally or in writing, or a party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below). During the Term and for a period of five (5) years thereafter, each party shall: (i) keep all Confidential Information confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Section. “Confidential Information” shall mean all proprietary information concerning the parties unless specifically identified as “non- confidential,” including, but not limited to, all of the parties’ confidential or proprietary information, trade secrets, data, know-how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information. The parties expressly agree that each party shall be entitled to injunctive relief to prevent or curtail any such breach, threatened or actual without the necessity of posting a bond, and shall be entitled to its reasonable attorneys’ fees and costs as a prevailing party. The foregoing shall be in addition and without prejudice to such rights that such party may have at law or equity.
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Definitions and Obligations. During the Term, either party (the “Disclosing Party”) may disclose to the other (the (“Receiving Party”), orally or in writing, or the Receiving Party may otherwise obtain, through observation or otherwise, Confidential Information (as defined below) of the Disclosing Party. During the Term and for a period of five years thereafter, the Receiving Party must: (i) keep and cause all of its subcontractors to keep all Confidential Information strictly confidential; (ii) restrict the use of Confidential Information to the intended purpose of this Agreement; and (iii) limit dissemination of Confidential Information within its own organization to only those individuals who require disclosure for performance of their duties and who clearly understand the requirements of this Article. “Confidential Information” shall mean all information unless specifically identified as “non-confidential,” including, but not limited to, all of either parties confidential or proprietary information, trade secrets, data, know- how, formulas, designs, drawings, photographs, documentation, forms of software or electronic media, equipment, processes, ideas, methods, concepts, facilities, construction plans and specifications, research, development, and business and financial information.
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Definitions and Obligations 
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Related to Definitions and Obligations

  • Termination of Conditions and Obligations The conditions precedent imposed by Section 5 or this Section 7 upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares when such Shares shall have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such Shares or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not necessary in order to comply with the Securities Act.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • RIGHTS AND OBLIGATIONS OF NWESD The NWESD Board of Directors and Superintendent agree to provide educational services pursuant to requirements of the Office of the Superintendent of Public Instruction (OSPI). All staff for the Program shall be employed by the NWESD and subject to the policies and rules and regulations of the NWESD, including regulations pertaining to RCW 28A.400.303, RCW 28A.400.322 and RCW 28A.400.330, and teacher certification as required by the State of Washington. In accordance with this Agreement, the NWESD shall: A. Operate a self-contained education program for students with specialized learning needs who manifest severe behavior challenges. B. Recruit, employ, and supervise staff required to adequately operate the Program. All staff for the Program shall be employed by the NWESD and shall be subject to the policies, rules and regulations of the Board of Directors of the NWESD. The NWESD reserves the right to delay or, if necessary, deny placement of any student where staffing capacity at the time of referral is estimated to be insufficient to adequately operate the Program upon student enrollment. C. Contract for staff each year according to the total number of students participating Districts have identified prior to March 1st, as identified in Section IV.A. When the number of students enrolled in the Program exceeds the level that can be reasonably accommodated by existing staff, additional staff may be hired as necessary. D. Contract or subcontract with any person or entity to provide services needed to operate the Program. E. Develop consistent procedures for students entering into and exiting from the Program. F. Coordinate interdistrict and interagency services and agreements required to implement educational plans and programs, including an Individual Education Program (IEP). G. Coordinate with each District for transportation, related services, and emergency services as needed to support attendance on a full-time basis. Related services for students are to be based upon IEP-designated needs. These services will be provided and paid for by each student’s resident District, unless it has been agreed upon by the IEP team that it would be more appropriate to offer these services as part of the Program. Student-specific services (e.g., 1:1 instructional aides, OT, PT, SLP, and other services) that are provided by the Program will be billed as an additional cost (including indirect charges) to the resident District of the student, unless otherwise agreed in writing. H. Coordinate Program and resident District personnel in accomplishing assessments, IEPs (to include resident District participation), and a full continuum of services for students. I. Coordinate shuttle transportation with each District during the school day between identified learning centers.

  • Assumption of Liabilities and Obligations (a) At the Closing, ATS shall assume and agree to pay, discharge and perform the following obligations and liabilities of DBC (collectively, the "DBC Assumed Obligations"): (i) all of the obligations and liabilities of DBC under the DBC Assumable Agreements, and (ii) all obligations and liabilities of DBC with respect to the ownership and operation of the DBC Assets and the conduct of the DBC Business, on and after the Closing Date; provided, however, that notwithstanding the foregoing, ATS shall not assume and agree to pay, and shall not be obligated with respect to, the DBC Nonassumed Obligations. (b) ATS shall not assume or become obligated to perform any debt, liability or obligation of DBC relating to any of the following matters (collectively, the "DBC Nonassumed Obligations"): (i) the ownership or operation of the DBC Assets or the conduct of the DBC Business prior to the Closing Date, including without limitation Taxes, unfunded pension costs, any Employment Arrangement of DBC (including without limitation any obligation to any DBC Employee for severance benefits, vacation time or sick leave), and any of the following to the extent same arise from Events occurring prior to or existing on the Closing Date: products liability, Legal Actions or other Claims, and obligations and liabilities relating to Environmental Law; (ii) any obligations or liabilities under the DBC Assumable Agreements relating to the period prior to the Closing; (iii) any insurance policies of DBC; (iv) those required to be disclosed in the DBC Disclosure Schedule which are not so disclosed or which, if disclosed, Section 2.2(b)(iv) of the DBC Disclosure Schedule indicates that such obligation or liability will not be assumed; (v) any liability or obligation from or relating to breach of any warranty or any misrepresentation by DBC under this Agreement or any Collateral Document; (vi) any liability or obligation from or relating to breach or violation of, or failure to perform, any of DBC's obligations, covenants, agreements or undertakings set forth in this Agreement or any Collateral Document, including without limitation Article 5 of this Agreement; (vii) any obligation or liability relating to any asset of DBC not included in the DBC Assets. (viii) any obligation or liability with respect to capitalized lease obligations or Indebtedness for Money Borrowed; (ix) any Taxes, fees, expenses or other amounts required to be paid by DBC pursuant to the provisions of this Agreement or any Collateral Document; and (x) any Contract with any Affiliate of DBC, other than those, if any, set forth in Section 2(b)(x) of the DBC Disclosure Schedule. All DBC Nonassumed Obligations shall remain and be the obligations and liabilities solely of DBC. (c) Notwithstanding anything contained in this Agreement to the contrary, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, all items of income and expense (including without limitation with respect to rent, utility charges, Pro Ratable Taxes and wages, salaries and accrued but unused vacation of DBC employees) arising from the ownership or operation of the DBC Assets or the conduct of the DBC Business shall be prorated as of 12:01 a.m., Eastern time, on the Closing Date, with DBC entitled to and responsible for any such items on or prior to the Closing Date and ATS entitled to and responsible for any such items relating to any subsequent period. For these purposes, Pro Ratable Taxes attributable to a period that begins before and ends after the Closing Date shall be treated on a "closing of the books" basis as two partial periods, one ending at the close of the Closing Date and the other beginning on the day after the Closing Date, except that Pro Ratable Taxes (such as property Taxes) imposed on a periodic basis shall be allocated on a daily basis. If either party shall have received any such revenues or paid any such expenses or charges which, pursuant to the terms hereof, the other party is entitled to or responsible for, it shall furnish the other party with a detailed statement of any such items as soon as practicable after receipt or payment thereof. The parties shall use their best efforts to agree upon such items and other adjustments prior to the Closing Date and, in any event, except as set forth in Section 2.2(c) of the DBC Disclosure Schedule, within sixty (60) days thereafter. If the parties are unable within such period to agree upon such items and other adjustments, DBC and ATS shall, within the following ten (10) days, jointly designate a nationally known independent public accounting firm to be retained to review such items and other adjustments. The fees and other expenses of retaining such independent public accounting firm shall be borne equally by DBC and ATS. Such firm shall report its conclusions as to such items and other adjustments pursuant to this Section and such report shall be conclusive on all parties to this Agreement and not subject to dispute or review. Upon such agreement or determination by such independent accounting firm, DBC or ATS, as the case may be, shall promptly reimburse the other party for any income received or expenses paid by the other party and not previously reimbursed or any other adjustment required by this Section. Nothing contained in this Section 2.2(c) is intended or shall be deemed to amend or modify the indemnification provisions of Article 8 nor to reallocate responsibility for the matters set forth therein.

  • Finance Parties’ rights and obligations (a) The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. (b) The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor shall be a separate and independent debt. (c) A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.