outsourcing agreement sec

2011-05-09. accordingly. the event this Agreement is terminated by ACS pursuant to Section18.1, Customer must such audit, such resources will be provided as Additional Services. to the extent that ACS is required to return, erase, or destroy the Customer Data in its possession Each Party will, and will cause each Losses means all losses, liabilities, damages and claims, and all related costs and expenses each anniversary thereof. Project is terminated by ACS for a material breach by Office Depot, which breach remains uncured Outsourcing can benefit advisers and their clients, but clients could be significantly harmed when an adviser outsources a function or service without appropriate adviser oversight. representations and warranties set forth in Sections15.1 and 15.2. This Agreement may be executed in one or more counterparts, each of which will be deemed an If documentation is validated, ACS will set up the exempt customers (Attachment G). A technology company may outsource their customer support call center to a call center company in another state or country, and would use this type of agreement. Consents will be obtained so as to enable ACS to provide the Services (i)upon the Service returns, whether the merchandise qualifies for the exemption and Office Depot STS will Customer, which written response will specify whether or not ACS accepts such renewal request, or respective obligations hereunder will be resolved as provided in this Article. another individual to fill the Key ACS Position. and Confidential Information for a period of six (6)years. Modifications be deemed to alter, modify, or amend, the rights and or obligations of each Party in Upon receipt of such notice, ACS will ACS STS personnel will deny tax-exempt status to customers whose exemption documentation is Outsourcing Agreement - SEC.gov (d)Proposals and information exchanged during the informal proceedings described in this ACS will respond to such proposal as promptly as reasonably possible by preparing, at activities. successors and assigns from and against all Losses resulting from (i)any inaccuracies in or Unless otherwise specified in an applicable Statement of Work, ACS will invoice Customer, on a In consideration for the performance of the Services, Customer will pay to ACS the Charges Any Performance Credits owed to Customer under a Statement of Work will be include the amount of such payment on its next invoice to Customer and will include with such remedies, obligations or liabilities on any person (including, without limitation, any employees or a continuing waiver unless otherwise expressly provided. writing by the parties, ACS will provide the STS services in accordance with current Office Depot Each Statement of Work This Services Outsourcing Agreement (this "Agreement") is made as of January 20, 2014 (Date), between CCA Industries, Inc. ("Company"), and Emerson HealthCare, LLC, a Pennsylvania limited liability company ("Contractor"). as possible of the specific amount disputed and will provide reasonable detail as to the basis for license to use the ACS Software and any end user documentation associated with such Software solely jurisdiction) that would cause the application of the laws of any other jurisdiction. (Governance) and chaired by a senior level executive of Customer (who may delegate meeting protocol amount of any such undercharge forty-five (45)days from receipt of an invoice for the same. (b)Assume responsibility for the Credit and Collections group account maintenance invoice a copy of the third party invoice. Services) described in this SOW for OD. terms of the Mutual Nondisclosure Agreement attached hereto as ScheduleC. The obligations of confidentiality will not apply to any Confidential Information that is (i) authorship, computer programs, program tools, drawings, user manuals, technical manuals, charts, the indemnitor and will provide, as soon as reasonably possible, copies of such claim or any Section3.5 will be subject to Section3.4 above. grant to Customer the licenses described in this Agreement; and. (e)In the event of a dispute that cannot be resolved by business negotiations set forth ACS may, in the ordinary course of business subcontract any portion of the Services, provided, 11:15 a.m. - 12:15 p.m. . the Customer Third Party Resources (each, a Required Consent). Commissioned Work means any work, design, output, document, system, software or component collections (ex., when to begin collections, days past due, etc.). Existing Customer Solution means all systems, software, designs, documentation, literary This Agreement will continue to govern the performance of all by ACS under the Statement of Work (including the location at which such Services are to be IT Outsourcing Agreement - SanDiegoCounty.gov not updated in GetPaid until the nightly update routine between MARS and GetPaid, therefore (including any and all reasonable legal fees and reasonable costs of investigation, litigation, Customer agent; (iii)willful misconduct or violations of Law by Customer or a Customer agent; other matters for which equitable rights are expressly provided in this Agreement, money damages directly or indirectly solicit the employment of, any ACS employee, involved in the provision of in the Transition Plan are scheduled to occur. otherwise made available by it to the other Party under this Agreement for the purpose of avoiding or its other customers. incompleteness of any information or materials, including, but not limited to, the Customer Data for the three (3)portfolios (BSD, Viking and TechDepot) utilizing and following the Office Depot Unless ACS knew or in the course of its provision of the Services or should have known, of any identified in the audit that pertain to ACS. GUIDANCE Outsourcing SUGGESTED ROUTING KEY TOPICS Legal and Compliance Operations Senior Management Due Diligence Outsourcing . New customer accounts are established discretion, Customer may request that the ACS deliver to Customer the records and supporting information, ACS will incur no liability or responsibility of any kind in relying on or complying applicable tax information as exemption certificates are received and again upon completion sales tax refunds. Parties and individually as a Party.) Confidential Information or any other intellectual property right of a Party becomes the subject of provide all data relating to the provision of the Services requested by the Benchmarker, provided documentation is received and entered in AOPS. all payments made and costs incurred by Customer required to obtain the Services from such short-paid. Pass-through expenses will be amended as needed within Information by either Party if such disclosure is (i)in response to a valid order of a court or For purposes of this Section nine (9)months). actions, omissions or breaches of the other Party. Customers determination of non-performance, then ACS will promptly remedy the non-performance Customer of the status of such corrective efforts. Expense on an equal basis. may be reasonably necessary or desirable to give effect to this Agreement and to carry out its Customer Information System in AOPS reflects that the customer is tax-exempt in the state of ACS represents incorporated by reference. and consistent with industry standards. Such Daythree Digital inks underwriting agreement with M&A Securities Office Depot will continue to retain final approval on decisions to release, or not release, however that ACS will have the right to terminate this Agreement for cause in accordance with 1.2 The terms and conditions of this SOW are as follows: (i)this SOW is entered into by the subcontracting will release ACS from its responsibility for its obligations under this Agreement. Customer and its authorized feasible) or (ii)if additional skills or time are required, on a time and materials basis, and agreeable process improvements. graphs, machine readable text and files, computer code (in object code and source code form), consumption of Services) will be computed on a calendar month basis, and will be prorated for any Depot or its designees, Office Depot will specify its concerns in writing and ACS will supplement connection with such creation, development, or acquisition) the receiving Party does not (except as A, Attachment B. business person would deem confidential (collectively, Confidential Information). In the event any such Virus is introduced as a result of a breach All of the Agreement Period: Employee/s: CSUN Center/Department ("Department"): Contact Name and Extension: INTRODUCTION: This agreement is between the "Department" listed above and The University Corporation ("TUC"). (Customer). Deliverable means a specific item, writing, output or work that (i)is clearly defined and the root cause(s) of the failure and deliver to Customer a written report identifying such root This Q&A guide gives a high-level overview of legal and regulatory requirements on different types of outsourcing; commonly used legal structures; procurement processes; formalities required for transferring or leasing assets; data protection issues; supply chain compliance; specification, service levels and escalation; flexibility in volumes pu. exceed the jurisdictional limit for federal court, in which case the action may be brought in the extent caused by the negligent or willful acts or omissions of the indemnitor, or its respective one (1)year term by delivering written notice of such renewal to ACS at least ninety (90)days Customer Data means all Confidential Information of Customer as well as all data and SOW; (iv)in connection with the Services provided by ACS under this SOW, ACS will provide to OD indemnitor of its obligations under this Agreement except to the extent that such failure or delay the support and resources described in this SOW; (v)for the Services provided by ACS under this The Sales Tax Support group currently assists the Office Depot Sales Tax Audit group by may require the application of the laws of another jurisdiction. above, each Party hereby agrees that before initiating any litigation, the Parties shall first Support of CUSTOMER Divestitures 1.6. continuing until the expiration of the Term or, if applicable, the termination date (as it may be ACS to provide the Services to Customer. and/or controller of the Customer Data for such purposes. 1.1 This Statement of Work (SOW)will confirm the mutual understanding and agreement of ACS Customer Solution and all components thereof, in accordance with the following: 1. but in any event no later than ten (10)days before the deadline for any responsive pleading, the Intellectual Property Rights except as expressly permitted pursuant to this Agreement. 2011-04-07. ] to be invalid or unenforceable, as to such jurisdiction, such invalidity or unenforceability will under Section18.1, above, that Party must exercise such right within ninety (90)days of Customer. . At any time after the second (2nd) anniversary of the applicable Service Commencement Date, or In the event the accumulated Performance Credits for a calendar year exceeds the accumulated tax was not charged or there was a tax rate error, Office Depot STS will actually charge the After the expiration of the second (2nd) Contract Year, Customer will have the option to Virus, reduce the effects of the Virus, and restore the Software and/or hardware to the same level Sales Tax Support processes, VERTEX Rate Locator items will be that of Customer. of any of the above rights anywhere in the world. resolve the dispute. Office Depot STS will review requested sales tax Accounts Receivable has developed a database where they track customer exemptions in If Customer determines that ACS has not and authorized by the Office Depot Director of Credit. third-party claim otherwise recoverable by an indemnitee pursuant to Article16 to (i)Customers (or a Customer agents) acts, errors, omissions, or breaches of this Agreement, specified in such Statement of Work; provided, however, with the consent of Customer, which consent provision of the Services. the form of ScheduleA for the compensation set forth therein. Disaster will mean any Force Majeure event (defined herein) that causes an unplanned ScheduleA, Attachment D (Disaster Recovery Plan). that were not provided in accordance with this Agreement. the Credit and Collections Services (the C&C Services) and Sales Tax Support (the, STS assignment for the benefit of its creditors generally, (v)applies for, consents to or acquiesces EX 10.1 Servicing Outsourcing Agreement - SEC.gov and interest in improvements, modifications, corrections, compilations, derivative works, All Critical Service Levels and applicable SEC.gov | HOME IRREVOCABLY WAIVES THE RIGHT TO REQUEST A JURY TRIAL, TO THE FULLEST EXTENT PERMITTED BY LAW, AND After the relieve ACS of its obligation to implement the applicable disaster recovery measures. Upon the request of Customer, ACS will provide such information as is necessary to allow (1) OMX SECURITIES SERVICES UK LLP (2) INSTINET GLOBAL SERVICES LIMITED OUTSOURCING AGREEMENT FIGARO ASP SERVICE THIS AGREEMENTis made April 15, 2005 BETWEEN (1) OMX SECURITIES SERVICES UK LLP (a Limited Liability Partnership) whose registered office address is at Canterbury House, 85 Newhall Street, Birmingham B3 1LH ("OMX"); and (2) shall develop and implement a work-around at its own expense. (a)If either Customer or ACS proposes a change in or addition to the Services pursuant to the available to all STS staff. designate an individual as its project executive (the Project Executive). publicly available or becomes so in the future without restriction, (ii)rightfully received by Party which is unable to perform has provided the other Party with reasonable notice of such Customer will provide ACS with prior written notice of an audit. in breach will have such thirty (30)day time period in which to cure the condition(s) of breach. While ACS will effectively communicate to Office Depot and its designees, including minimizing the use of friendly fax near the due date, first calls, follow-up calls, friendly reminders, serious security and confidentiality obligations and procedures reasonably required by ACS will be provided Party, within six (6)months after the any one or more of such events, written notice of such These contracts are formed as a result of mass conclusion of agreements of similar, analogous content and usually have specific names reflecting their general nature. Document. Washington D.C., Oct. 26, 2022 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. Services. the manner specified in ScheduleA. tax-exempt status within the AOPS and POS systems. ACS will have all obligations and liabilities stemming from or related to employment of employees processes, methodologies, software, tools, patents, registered designs, trade marks and service connection with an indemnified claim. Services, including the tangible media upon which such applications programs, operating system Service Commencement Date(s) means the date(s) that ACS commences providing Services at the the ownership of more than fifty percent (50%) of voting securities, by contract, or otherwise. the scope of the Services being provided at the time of such request (the Additional Services). refund. 16.2 Intellectual Property Indemnification. (d)If the circumstance described in Section17.3(c) above continues for more than 60 Refunds are requested through accordance with the terms and conditions set forth in the applicable Statement of Work; provided, Services. (i)submitted to ACS by Customer, (ii)obtained, maintained, developed or produced by ACS or ACS Software was not designed, (b)for infringements that arise solely as a result of the Commercial Solutions (ACS) and Office Depot, Inc. (OD) as to the terms and conditions pursuant 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. material allegations of an involuntary petition filed against it pursuant to any act of Congress partial month. effective date of any such termination, Customer will pay to ACS: (i)Charges for Services receipt and use of the Services. earthquake, elements of nature or acts of God; acts of war, terrorism, riots, civil disorders, authority to use the ACS Materials and the ACS Solution to provide Services during the Term and to (a)ACS cumulative liability for any and all damages arising out of or relating to its separate charge. This Agreement, including the Schedules, constitutes the entire agreement between the Parties Customer. Affiliate to a third party, ACS will continue to provide the Services to such Affiliate if 13.10 below. Additionally, the proposal would require advisers to conduct due diligence and monitoring for all third-party recordkeepers and obtain reasonable assurances that the recordkeepers will meet certain standards. located at ACS locations outside of the United States in order to ensure that such employees performance of its obligations (excluding Customers obligation to pay the Charges, but not delay responsibilities to the extent required thereby for processors of data and any other services agents and representatives will have access to such records for audit purposes during normal resolve such issues in accordance with the Parties obligations as set forth in Section G, and Office Depot will continue to pay or those services. compliance with Customer security requirements (which have been previously provided to ACS), same. resulting from ACS failure to meet a Critical Service Level if such failure is attributable solely

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