Not a Fiduciary Clause Samples
The "Not a Fiduciary" clause explicitly states that one party does not owe fiduciary duties to the other under the agreement. In practice, this means that the party is not required to act in the best interests of the other, nor are they held to the heightened standards of loyalty and care that fiduciaries must observe. This clause is commonly used in commercial contracts to clarify that the relationship is strictly contractual and not one of trust or special confidence. Its core function is to prevent misunderstandings about the nature of the parties' relationship and to limit potential liability arising from claims of breach of fiduciary duty.
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Not a Fiduciary. The Portfolio acknowledges and agrees that the Custodian is not a fiduciary by virtue of accepting and carrying out its obligations under this Addendum and has not accepted any fiduciary duties, responsibilities or liabilities with respect to the Capital Call Processing Services, nor shall the Custodian be responsible for providing, and shall not be deemed to provide, any investment advice, supervision, recommendations or management, nor have or exercise any discretionary authority or responsibility over any Commitment Fund Investment.
Not a Fiduciary. The duties and responsibilities of the Collateral --------------- Agent under this Agreement and the other Shared Security Documents shall be mechanical and administrative in nature, and the Collateral Agent shall not have a fiduciary relationship in respect of any Facility Party or Loan Party.
Not a Fiduciary. Nothing in this Agreement shall be deemed or construed to create, and the Parties expressly disclaim the existence of, a fiduciary relationship pursuant to this Agreement.
Not a Fiduciary. The duties and responsibilities of the Agent under this Agreement and the other Loan Documents shall be mechanical and administrative in nature, and the Agent shall not have a fiduciary relationship in respect of any Lender Party.
Not a Fiduciary. It is understood and agreed that DDAZ is not and will not be deemed to be a fiduciary with respect to the Plan, except as required by law. DDAZ is retained under this Agreement to perform ministerial functions, not discretionary functions.
Not a Fiduciary. Heritage is not the Plan Administrator or administrator as defined in ERISA Section 3(16), plan sponsor, trustee of any assets associated with the Plan, or a fiduciary of the Plan as defined in Section 3(21) of ERISA. Heritage shall have no discretionary authority or control over the management of the Plan, shall exercise no discretion or control with respect to the management or disposition of plan funds and shall not render investment advice. Heritage is authorized to act on behalf of the Company only to the extent necessary to perform the services set forth in this Agreement, and is specifically NOT authorized to alter, modify, change, or waive any terms or provisions of the Plan.
Not a Fiduciary. Company acknowledges that: (i) CONSULTANT shall have no discretionary authority or discretionary control respecting the management of any of the employee benefit plans; (ii) Consultant shall exercise no authority or control with respect to management or disposition of the assets of Company’s employee benefit plans; and (iii) Consultant shall perform Services pursuant to this Agreement and any SOW in a non-fiduciary capacity. Company agrees to notify v as soon as possible of any proposed amendments to the employee benefit plans’ legal documents to the extent that the amendments would affect Consultant in the performance of its obligations under this Agreement or any SOW. Company agrees to promptly submit (or cause its agent, consultants, or vendors to submit) all information in its (or their) control reasonably necessary for Consultant to perform the Services covered by this Agreement and any SOW.
Not a Fiduciary. The Agent is not acting as a fiduciary for any purpose in connection with this Agreement.
Not a Fiduciary. This Agreement does not create, and shall not be construed as creating, rights enforceable by any person or entity not a party hereto. The Company acknowledges and agrees that with respect to the services to be rendered by the Advisor hereunder, the Advisor is not and shall not be construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or creditors of the Company, any entity owned or managed by the Company or any other person by virtue of this Agreement and the retention of the Advisor hereunder. The Company also agrees that the Advisor shall not have any liability (including without limitation, liability for losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements resulting from any act or omission of the Advisor, whether direct or indirect, in contract, tort or otherwise) to the Company or to any person (including, without limitation, equity holders and creditors of the Company) claiming through the Company for or in connection with the engagement of the Advisor, this Agreement and the transactions contemplated hereby, except for any such liability which may arise, as a result of the gross negligence or willful misconduct of the Advisor. The Company acknowledges that the Advisor was induced to enter into this Agreement by, in part, the provisions of this Section.
Not a Fiduciary. Notwithstanding the foregoing or any other provisions of this Agreement to the contrary, in no event shall Seller or any Seller Party be or be deemed to be a fiduciary for the benefit of Purchaser with respect to the Mortgage Loans.