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Forfeiture Upon Termination as a Service Provider
Forfeiture Upon Termination as a Service Provider contract clause examples
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Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s termination as the result of the Participant’s death or Disability, the Participant may exercise his or her Option, to the extent that the Option is vested on the date of termination, within three (3) months of termination, or such shorter or longer period of time, as is specified in the Award Agreement or in writing by the Administrator, in each case, in no event later than the expiration of the term of such Option as set forth in the Award Agreement. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

TERMINATION. This Agreement shall remain in effect until terminated by either Recipient or Service Provider upon giving ninety (90) days’ advance written notice provided, however, that one hundred and eighty days (180) notice must be given with respect to electronic data processing security. Subject to the terms and conditions (including any limitations and restrictions) of any applicable software or hardware licensing agreement then in effect between Service Provider and any licensor, Service Provider shall, upon termination of this Agreement, grant to Recipient a perpetual license, without payment of any fee, in any electronic data processing software developed or used by Service Provider in connection with the services provided to Recipient hereunder if such hardware is not commercially available and is necessary, in Recipient’s reasonable judgment, for Recipient to perform subsequent to termination hereof the functions provided by Service Provider hereunder.

Effective between the respective Provider and Recipient, a Recipient may terminate at any time any individual service provided under this Services Agreement on a service-by-service basis (and/or location-by-location basis where an individual service is provided to multiple locations of a Recipient) upon written notice to such Provider identifying the particular service (or location) to be terminated and the effective date of termination, which date shall not be less than 30 days after receipt of such notice unless such Provider otherwise agrees. The termination of any individual services pursuant to this Section 4.2 shall not affect this Services Agreement with respect to the services not terminated under this Section 4.2. In addition, effective between the respective Provider and Recipient, a Provider may terminate at any time any individual service provided under this Services Agreement upon written notice to its respective Recipient identifying the particular service to be terminated and the effective date of termination if the employee that was providing the applicable service is no longer employed by such Provider (and there is no other employee employed by such Provider at the time that could reasonably provide such service).

Qualification of Service Provider Personnel. Service Provider shall be properly licensed to perform that portion of the Services which require a professional license by law (e.g., engineering design work that must be performed by a licensed professional engineer) and shall be authorized and qualified to do business in all governmental jurisdictions in which the Services are to be performed and will maintain such licenses and qualifications as long as reasonably required to perform the Services. Upon reasonable advance written request of Owners, Service Provider shall furnish to Owners such evidence as Owners may reasonably require relating to Service Provider’s qualifications. The Parties agree that # Service Provider is not to be considered the constructor of the Project or otherwise responsible for the supervision of the construction of the Project, # that Service Provider may not be licensed as a contractor under the laws of the State of Georgia, # the Services being rendered under this Agreement do not constitute construction services under Georgia law, # the Services do not require a contractor’s license under Georgia law, and # Owners are not relying on Service Provider for any contractor license.

Categories of Service Provider Information. The Parties acknowledge and agree that certain Confidential and Proprietary Information of Service Provider delivered to Owners under this Agreement in accordance with Exhibit B (Deliverables) as Licensed IP may be disclosed on a confidential basis without the prior consent of Service Provider (“Service Provider Disclosable Information,” as described in Section 14.5(b)), and that certain other Confidential and Proprietary Information of Service Provider delivered to Owners as Licensed IP may not be disclosed by Owners to any Third Parties without the prior consent of Service Provider (“Service Provider Non-Disclosable Information,” as described in Section 14.5(d)). Owners agree to abide by the provisions of this Section 14.5 governing the release of Service Provider’s Confidential and Proprietary Information.

Service Provider Non-Disclosable Information. Service Provider Non-Disclosable Information consists of the following information that has been developed by Service Provider:

Service Provider shall post and keep current its OSHA Log at their on-Site office while Service Provider is performing Services for Owners. A copy of this OSHA Log will be provided to Service Provider representatives upon request.

Assignment. In the event of any subcontracting by the Service Provider to a non-affiliate of the Service Provider of all or any portion of the Service Provider’s duties under this Agreement, the Service Provider shall assign and transfer to the Service Recipient the full benefit of all such non-affiliate subcontractor’s performance covenants, guarantees, warranties or indemnities (if any), to the extent same are transferable or assignable, in the respect of the portion of the Services provided to the Service Recipient pursuant to such subcontracting; and if such guarantees, warranties, indemnities and benefits are not assignable, the Service Provider shall use Commercially Reasonable Efforts to procure the benefit of same for the Service Recipient through other legal permissible means. The Service Provider will also reasonably endeavor to permit the assignment of any Subcontractor engagement to a Service Recipient or its affiliates at the request of the Service Recipient upon termination of Service hereunder.

Plan Participation and Service Provider Status. Status as a Service Provider shall not be construed as a commitment that any Award will be made under the Plan to that Service Provider or to eligible Service Providers generally. Nothing in the Plan or in any Agreement or related documents shall confer upon any Service Provider or Participant any right to continued Service with the Company or any

Forfeiture of Awarded Shares. Awarded Shares that are not vested in accordance with Section 3 shall be forfeited on the date of the Participant’s Termination of Service. Upon forfeiture, all of the Participant’s rights with respect to the forfeited Awarded Shares shall cease and terminate, without any further obligations on the part of the Company.

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