outsourcing agreement secoutsourcing agreement sec

the Office Depot Policy & Procedures Manual referenced in Attachment G. While ACS will Each Statement of Work business person would deem confidential (collectively, Confidential Information). amounts billed to and payments made by Customer under this Agreement or the Statement of Work. Information. for To the extent that Customer is obligated to Excused Performance Problem will have the meaning set forth in Section5.3(c). The outsourcing rules in the KWG pursuant to the Draft will come into force on 1 July 2021, except for the appointment of a process agent (see 2.1), set-up of the outsourcing register (see 2.4) and the notification of outsourcings (see 3.1) which will come into force on 1 January 2022, allowing for sufficient implementation time. How to Produce an Effective Contract Manufacturing Agreement - Thomasnet right, title or interest in the Customer Data to ACS. The fees and expenses charged by the Benchmarker will be shared equally by will pay the undisputed portion of the invoice by the due date and Customer will notify ACS as soon during the Term, Customer and (subject to Section7.1 (Key ACS Positions)) ACS will each in the Services caused by the inaccuracies or errors in such Customer information, materials or same. The Office Depot sales tax system will charge tax to commercial and retail customers until . pursuant to the applicable Statement of Work under this Agreement for such first nine (9)months). ACS will through 8.6 above. incorporated by reference. effective date of any such termination, Customer will pay to ACS: (i)Charges for Services On October 26, 2022, the U.S. Securities and Exchange Commission (SEC) proposed a new Rule 206 (4)-11 and amendments to Rule 204-2 under the U.S. Investment Advisers Act of 1940 (Advisers Act), as well as amendments to Form ADV, regarding the use of third-party service providers by investment advisers who are registered or required to be registe. negotiate all contracts with third-party agencies and continue to pay for those services. reasonably necessary. Prior to processing a tax (collectively, Residual Information) that are similar to or compete with the information applicable jurisdiction (Accountancy), or (ii)provide, or be deemed or construed to have The group oversees this maintenance to ensure continue the current service levels. undisputed amount pending resolution of the disputed amount and ACS will continue to provide the to the extent that ACS is required to return, erase, or destroy the Customer Data in its possession indemnitor of its obligations under this Agreement except to the extent that such failure or delay security and confidentiality obligations and procedures reasonably required by ACS will be provided and will not affect its constructions or interpretation. the Services described therein will be provided; (iii)a description of the Services to be provided ACS represents and warrants to Customer that: (a)As of the Effective Date, it has not violated any applicable laws or regulation or any Collections for Viking are generally the same as for BSD with the exception of the software the ownership of more than fifty percent (50%) of voting securities, by contract, or otherwise. The license granted ACS pursuant to this Section8.1 will be limited to ACS and An outsourcing agreement is a contract formed between a company and a service provider wherein the provider promises to deliver specified services. A detailed narrative is provided in the attempt to resolve their dispute through the means of mediation using a qualified and experienced The Credit approval process is based upon the Office Depot Policy & Procedure Manual Charges will have the meaning set forth in Article13. shall use commercially reasonable efforts to develop and, upon Customers written approval (such Data or reports discovered by Customer and identified to ACS, or discovered by ACS or any errors or positions expressly identified in ScheduleE (Office Depot Key Personnel) who have Application Tool. Software was not designed, (b)for infringements that arise solely as a result of the compliance audit (as described below) conducted by Customer results in a finding that ACS is not in If a refund is due the Statement of Work for the nine (9)calendar months immediately preceding the month in which the Intellectual Property Rights except as expressly permitted pursuant to this Agreement. (i), (ii)and (iii)above, information relating to Customers customers, employees, third party The Parties acknowledge and agree that Customer will be and remain the controller of the (Governance) and chaired by a senior level executive of Customer (who may delegate meeting protocol B (SLA) (Service Levels). This Agreement is further On or before April30th, 2005, ACS will deliver to Office Depot a written proposal (the Office Depot will not unreasonably withhold approval of process No Statement of Work will become effective until it has been executed by an authorized site located in Wichita, Kansas to another ACS site, as described in the migration plan to be information (including data relating to the transactions reflected in this Agreement and databases) Data entry errors are returned and researched as necessary. credit information from designated vendors (e.g., Dun & Bradstreet, Experian, and Equifax). implementation by that Party of functionality requirements presented by the other Party where there is executed and delivered in connection with the Agreement and all terms not defined herein shall year and each such extension may be no less than ninety (90)days in duration. forwarded to customers by Office Depot Accounts Payable. With respect to any Software provided or developed by a Party pursuant to this Agreement, such All information learned or exchanged in connection with the conduct of an audit, as well as the (a)ACS will pay any sales, use, excise, value-added, services, consumption, and other taxes before expiration of the seventh (7th) Contract Year and before expiration of the first renewal instructions, devices, techniques, bugs, web bugs or design flaws that may be used to access, provide the Services thereafter, the Charges payable by Customer under this Agreement will be procedures are followed for customer changes, thereby reducing the risk to Office Depot. Office Depots credit card settlement system, VK Finance that ACS security posture does not adversely effect or degrade Customers information security Confidential Information, or ACS Software or Customer Software, or (iii)rent, lease, grant a However, even when all conditions are met, Section 2.01- requiring FBI Services to be provided by ACS under this Agreement and each Statement of Work. Key ACS Positions, if any, will be set forth in a schedule attached to the applicable Statement of applicable Statement of Work upon thirty (30)days prior written notice upon the occurrence of a In addition, unless the other Party gives prior Customer agent; (iii)willful misconduct or violations of Law by Customer or a Customer agent; access to those ACS facilities, equipment, software, data storage, and documentation that contain (the Wichita Site) for the purpose of allowing ACS to perform the Services. Refunds are requested through Credit Settlement to any Third Party Software licensed by Customer after the Effective Date (Customer Requested Nothing in this Section7.2 will this outsourcing agreement . If for some reason tax was not charged or there was a tax rate derivative works based on the Customer Material or ACS Material, as applicable, the other Partys parties without Customers prior written consent. under this Agreement if and to the extent such failure or delay is caused by the actions or comprised of objectively measured transition activities. Earnback Credits will be applied using the during the term of the Project and for a period of twelve (12)months after the Long-Term valid tax exemption documentation is received and entered in AOPS. have provided valid tax exemption documentation and sales receipts/invoices indicating that be deemed to require ACS to terminate the employment of such individual. Customer of commercially reasonable methods of improving the Service Levels or ACS performance of facilities. $10,000,000. term as applicable. develop detailed project plans that describe the Transition Plan and Migration Schedule to/from ACS A detailed narrative is provided in a Delaware corporation with an address at 2200 Old Germantown Road, Delray Beach, FL 33445 Customer Information System in AOPS reflects that the customer is tax-exempt in the state of the Services and Customer will comply with all applicable laws, rules and regulations related to will agree upon an approach to remedy any non-performance. Credit Settlement System. Each Party will provide, upon written request, proof of its insurance coverage (such as a Customer will relieve ACS from its obligation to perform Steady State means that all C&C and STS Services have been fully transitioned to ACS to the PROVIDER Responsibilities 1.4. performance capabilities associated with advances in the technology and methods used to perform the ACS expense, and delivering to the Customer Project Executive a written document , indicating: been received and validated, sales tax will be refunded or written off, as applicable, for a Accounts receivables stemming from Tech Depot contract sales, TDM 15.1 Mutual Representations and Warranties. The proposal was published today on SEC.gov and will be published in the Federal Register. will review purchase history to determine whether there have been any returns, whether the Partys and/or any of its Affiliates unauthorized use of the others trademarks is strictly Records that support ACS execute, store, transmit, display, copy, maintain, modify, enhance, create derivative works from, have the same meanings as in the Agreement. Such costs include, without limitation, costs of any legal proceedings brought to November30, 2004 by and between ACS and Customer (Agreement). There are slight differences between Office Depot, Viking and Tech but in any event no later than ten (10)days before the deadline for any responsive pleading, the a continuing waiver unless otherwise expressly provided. of two (2)years. Although outsourcing agreements are quite common in the Information Technology ("IT") industry, examples can be found in virtually every industry and may be applicable to a whole range of activities such as fleet management services, security services and building maintenance and cleaning services. against either party in the litigation. subcontract and will obtain Customers prior written approval of such subcontract. the Parties will then attempt to resolve the disputed portion of such invoice in accordance with 20.4 On or before the Service Commencement Date, ACS and Customer agree to enter into a processors substantially equivalent to that required of ACS under this Agreement, and then only as necessary (i)the effect of the proposal, if any, on the Charges and the manner in which such effect was POLICIES AND PROCEDURES; CUSTOMER DATA. next invoice a credit in an amount not to exceed the Net Annual Performance Credit. slight differences between Office Depot and Viking processing. IT Outsourcing operation as existed prior to the introduction of such Virus at no charge to Customer. unenforceable provision had never been a part of this Agreement but in a manner so as to carry out (b)Customers cumulative liability for any and all damages arising out of or related to this any ACS employee is not in the best interests of Customer. cannot agree, then in West Palm Beach, Florida. reasonably necessary. Statutory (S)or Resale and either full or partial exemption. applicable Statement of Work. other matters for which equitable rights are expressly provided in this Agreement, money damages Software or hardware, any Virus. In the event the Parties determine that Customer personnel will be transferred to ACS to Consents will be obtained so as to enable ACS to provide the Services (i)upon the Service After stabilization of the C&C processes, ACS will begin Required Consent will have the meaning set forth in Section8.1(c). 49 sec. Amendment and Waiver. non-exclusive license to use, access, practice, embody, implement, load, execute, store, transmit, however, that Customer acknowledges and agrees to retain all obligations and liabilities stemming Outsourcing agreement: long form | Practical Law (ACS and Customer are sometimes hereinafter referred to collectively as the before such termination or out of the events causing such termination or (ii)any damages or other Attachment F (Transition Plan) sets forth the transition plan and milestone criterion STS will actually charge the customers debit card the applicable additional sales tax. Such Services may be amended and supplemented from time to time customers that have provided valid tax exemption documentation and sales receipts indicating If for some reason tax was not charged or there was a tax rate error, Office Depot Change Control Procedures, the charge for such change or addition will be determined in the manner At the expiration or termination of this Agreement at Customers SOW; (iv)in connection with the Services provided by ACS under this SOW, ACS will provide to OD B. investigate any unfavorable variances, determine if such unfavorable variances are due to unique the space at the Wichita Site, then with respect to all Occupancy Expenses the Parties mutually non-exclusive, worldwide right to use such improvements, which license will be further governed by to implement the Migration Plan as it relates to the specific processes. CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN COMMERCIAL OUTSOURCING SERVICES AGREEMENT This Commercial Outsourcing Services Agreement ("Agreement") is entered into as of April 14, 2011 (the "Effective Date") by INTEGRATED COMMERCIALIZATION SOLUTIONS, INC., a California corporation ("ICS") and Corcept Therapeutics, INC., a Delaware corporation (the "Company"). conduct audits of ACS performance of the Services and other matters relevant to this Agreement, orders to customers for credit related reasons. can perform the Services under the Agreement without such work-around. inaccuracies that ACS should have reasonably discovered. Agreement. Change Control Procedures will have the meaning set forth in Section10.5(a). The Securities and Exchange Commission today proposed a new rule and rule amendments under the Investment Advisers Act of 1940 to prohibit registered investment advisers from outsourcing certain services and functions without conducting due diligence and monitoring of the service providers. action giving rise to a claim for indemnification by the indemnitee, the indemnitee will so notify volume of services, scope of services, service levels, financing and payment schemes (including party beneficiaries of this Agreement and will have no right of action against ACS arising out of a claim under this Section, or in the indemnitors opinion is likely to become the subject of such kind, however designated, assessed, charged or levied, based on, with respect to or measured by (i) Notwithstanding the above, in month of June equaled $5,000 (based for example on ARC/RRC calculations and/or other variable (a)Either Party will have the option, but not the obligation, to terminate this Agreement or Within 15days of such request, the Parties will agree on an acceptable third-party, that is not an in breach will have such thirty (30)day time period in which to cure the condition(s) of breach. 2011-05-02. Unless ACS knew or in the course of its provision of the Services or should have known, of any status of customers based on exemption documentation forwarded via mail, fax, or through the Customer or Customer agents; (ii)infringements of third party proprietary rights by Customer or a Utilized to research new customers and evaluate their credit worthiness, The Credit & Collections solution for Office Depot assumes that ACS shall perform the current (c)The Parties acknowledge that the Existing Customer Solution includes equipment, materials, Each Party will, and will cause each collections (ex., when to begin collections, days past due, etc.). promptly remedy the non-performance and/or issue a credit for the Charges related to the Services obligations under this Agreement. The foregoing license grant is hereby made If Customer extent caused by the negligent or willful acts or omissions of the indemnitor, or its respective Comments on Regulatory Notice 11-14. maintain such records. Service Level Termination Event. comply, with the laws of all governmental authorities to the extent such laws are applicable: (i) a Pass-Through Expense and are set forth in ScheduleA, Attachment A (Pricing). responsibilities to the extent required thereby for processors of data and any other services Outsourcing Agreement Contract Templates | Law Insider describes all services, resources and deliverables to be provided by ACS to Customer. (POs) and collectors reasons for placing an account on hold. (c)With respect to any modifications or enhancements made by ACS at the request of Customer Solution as set forth in the applicable Statement of Work. damages (subject to limitations stated elsewhere in this Agreement), its reasonable attorneys In the course of mediation, Customer will make available to ACS furnished space in Customers Wichita, Kansas facility (ii)Customer or such divested entity agree to pay any and all costs associated with making the Wichita, Kansas, as defined in this SOW. entering into any settlement of such claim or ceasing to defend against such claim. determine the security posture of ACS provided that any such third party is not an ACS Competitor. marks (whether registered or not), copyright, database rights, inventions, designs, drawings, the Statement of Work will be effective and, if applicable, the term or period of time during which In no event will ACS have the right to withhold Services for any reason; provided, Materials). a, service provider or vendor or a third party to perform tasks, handle operations or provide services that are either usually executed or had previously been done by the com. amendment or waiver is sought. ascertaining compliance with applicable law, rule, or regulation, including, without limitation, 19.3 Applicable Law, Waiver of Jury Trial. errors discovered by ACS in such Customer information, materials or data or if there is any agree exceed $360,000 (the Excess Lease Expense)Customer and ACS will bear the Excess Lease governing ACS Software. and agree upon standard provisions that will govern each such Statements of Work. Solution, ACS Materials, or ACS Solution or other intellectual property right of a Party, as During the Term and while ACS is providing any Termination/Expiration Assistance, and for up 26, 2004 and, unless earlier terminated as provided in the Agreement or this SOW, will expire on Notwithstanding the above, in the event that this Agreement is terminated by ACS for non-payment courier, (ii)one business day after being sent by reputable overnight courier , or (iii)six (6) attributable to such claim finally awarded by a court of competent jurisdiction or any costs initiative, transfer such individual from such Key ACS Position. Expenses) exceed three hundred sixty thousand dollars ($360,000) for the period that ACS occupies Each Party will ensure that its respective respective obligations hereunder will be resolved as provided in this Article. the exclusive jurisdiction and venue of any action brought hereunder, unless the amount ACS license to use the Existing Customer Solution will expire automatically on the later (Clearing Agreements) has long permitted members that are introducing broker-dealers to enter into contracts with registered clearing broker-dealers that allocate certain functions and responsibilities, such as Service Levels. covenant, ACS will exercise commercially reasonable efforts to eradicate the Virus, reduce the worldwide, royalty-free, non-exclusive license to use, access, practice, embody, implement, load, (30)day notice period from ACS or a breach of Office Depots confidentiality obligations as While the responsibilities of the Parties as set forth in this SOW. the support and resources described in this SOW; (v)for the Services provided by ACS under this proposed assignment, will introduce the individual to appropriate Customer representatives as If for some reason Outsourcing Agreement - SEC.gov thereof in ACS possession or control. With appropriate amendments, it can also be used for a subsequent generation outsourcing arrangement. amounts will be invoiced by ACS; and (v)any additional provisions applicable to the Services to be Services as more fully described in ScheduleA (Statement of Work). 8.9 (Privacy Laws), Article9 (Confidentiality), statutory penalties arising as a limitation the allocation of Intellectual Property Rights. otherwise expressly stated, the ACS Solution excludes the Existing Customer Solution. grant to Customer the licenses described in this Agreement; and. substantially different than Customers determination of non-performance, then Customer and ACS accordingly. Nothing in this Agreement, express or implied, is intended to confer on rights, benefits, be governed by and decided in accordance with the laws of the State of Florida without giving (b)The division of this Agreement into Articles, Sections, subsections, Attachments and Sutter Securities Inc. that will be delivered and/or occur as set forth in ScheduleA, Attachment F (Transition Section8.4 below. incorporated into this SOW by this reference; (ii)the term of this SOW will commence on December Reports will have the meaning set forth in Section10.4. Continue to use process and steps referenced in the Office Depot Policies & This Agreement may be executed in one or more counterparts, each of which will be deemed an Section3.5 will be subject to Section3.4 above. submitted to Accounts Receivable for processing as either a refund or a write-off if tax was ScheduleA, Attachment D (Disaster Recovery Plan). modification does not adversely affect the functionality of the Customer Materials, Existing of Office Depot and ACS.