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services-agreements | exhibit 10. 1 date : september 7, 2017 euro car parts limitedsukhpal singh ahluwalia euro car parts limitedsukhpal singh ahluwalia euro car parts limitedsukhpal singh ahluwalia euro car parts limitedsukhpal singh ahluwalia euro car parts limited sukhpal singh ahluwalia service agreement 1 contents 1meaning of words used............................................................................................................................... 3 1 1 meaning of words used............................................................................................................................... 3 meaning of words used............................................................................................................................... 3 2previous agreements and warranties..................... | 400 |
services-agreements | cab financial services ltd. 5774 deadpine drive kelowna, bc v1p 1a3 fax # # # - # # # - # # # # ( herein called the โ lender โ ) enertopia corp., of 950 โ 1130 west pender street, vancouver bc v6e 4a4, fax # # # - # # # - # # # # ( herein called the โ company โ ) this loan agreement ( the โ loan agreement โ ) is entered into this date by and between the lender and the company for up to one year. the purpose of this loan agreement is to set out terms of the arrangement by which lender agrees to make a loan of us $ 50, 000 ( โ loan โ ) available to the company. definitions โ indebtedness โ means all loans and advances made or which may be made by the lender to the company and interest thereon and all costs, charges and expenses of or incurred by the lender in connection with any securities and in connection with any property covered by or comprised in the securities, whether in protecting, preserving, realizing or collecting any securities or property aforesaid or attempting so to do or otherwise and all other obligations and liabilities, present or future, direct or indirect, absolute or contingent, mature or not, of the company to the lender arising under or by virtue of this agreement, the securities or otherwise howsoever. โ interest โ will be at 12 %. โ principal โ means the aggregate principal amount of money loaned to the company by the lender of us $ 50, 000 dollars. โ securities โ means the securities referred to in article 3 or any renewal thereof or substitution therefore. terms of the loan the lender will lend to the company, and the company will borrow from the lender by way of one advance to be evidenced by a promissory note in the form attached hereto as schedule โ a โ, the principal sum of fifty thousand dollars ( us ) subject to the terms and conditions of this agreement and the securities. for value received, company promises to pay to lender on the first annual anniversary of the date of this loan agreement ( the โ maturity date โ ) the amount of the principal which has been advanced hereunder and remains outstanding from the date of funding. notwithstanding the above the company may repay at any time any or all of the principal then outstanding and accrued and unpaid interest on giving 20 days notice | 401 |
services-agreements | exhibit 10. 16 amendment to services agreement of karel huijser the parties to this agreement, karel huijser, tennant company and tennant n. v., hereby memorialize in writing that as of november 1, 2006, tennant n. v. assumed tennant company โ s obligations under the services agreement between tennant company and mr. huijser, which was dated as of 1 november 2006 ( โ services agreement โ ), as a result of which tennant n. v. became the employer under the services agreement. the takeover by tennant n. v. was not intended to and did not change the contents of the services agreement and all other terms and conditions of the services agreement are not affected by this amendment except to the extent that those covenants made by mr. huijser to tennant company, including section 13, โ certain covenants of executive, โ also apply to tennant n. v. as drawn up in three originals and signed in the locations and on the dates shown below : signed by mr. huijser / s / karel huijser december 17, 2008 minneaplis, mn karel huijser vice president, international date location signed by tennant company / s / thomas dybsky december 17, 2008 minneaplis, mn thomas dybsky vice president, administration date location signed by tennant n. v. / s / heidi m. hoard december 17, 2008 minneaplis, mn heidi m. hoard director date location amendment to services agreement of karel huijser the parties to this agreement, karel huijser, tennant company and tennant n. v., hereby memorialize in writing that as of november 1, 2006, tennant n. v. assumed tennant company โ s obligations under the services agreement between tennant company and mr. huijser, which was dated as of 1 november 2006 ( โ services agreement โ ), as a result of which tennant n. v. became the employer under the services agreement. the takeover by tennant n. v. was not intended to and did not change the contents of the services agreement and all other terms and conditions of the services agreement are not affected by this amendment except to the extent that those covenants made by mr. huijser to tennant company, including section 13, โ certain covenants of executive, โ also apply to tennant n. v. | 402 |
services-agreements | 1. cps is appointed to render the grant payment services specified in and in accordance with the slas in the provinces with effect from 1st april 2009 to 31st march 2010 ; 2. the parties agree that pending the conclusion of the consolidated agreement, all the terms and conditions contained in the slas shall apply equally herein to each province in respect of which the applicable sla has been concluded and shall be incorporated herein as if specifically recorded save as amended hereby ; 3. cps agrees to invoice sassa on a cost per recipient basis in all its provinces in accordance with annexure a. such a modification must result in the lowering of the overall fees payable by sassa to cps ; 4. sassa confirms that the grant recipient number is [ * * * ] ( [ * * * ] ) as specified in the socpen payment file for the month of december 2008. this number shall be the guaranteed recipient baseline for the purposes of this agreement and the consolidated agreement ; 5. subject to the provisions of paragraph 4, the parties agree that any additional grant recipient numbers in excess of the guaranteed recipient baseline shall result in cps reducing the service fee to be charged to sassa in accordance with the formula contained in annexure a attached hereto ; 6. the parties agree to negotiate in good faith and endeavour to conclude the consolidated agreement by no later than 30th april 2009 ; 7. sassa agrees that cps will no longer be required to contribute to the social responsibility funds ( rdp ) ; 8. sassa agrees to pre - fund grant payments in all provinces and to advance such funds to cps at least 48 ( forty - eight ) hours prior to the commencement of the applicable payment cycle effective from the may 2009 payment cycle. furthermore, cps undertakes to refund sassa on all interest earned on the amount pre - funded to cps ; 9. this agreement is binding between the parties up until such time that the parties sign the consolidated agreement. the parties agree that failure to conclude the consolidated agreement shall not affect the validity of this agreement ; 10. if any provision contained in the slas is inconsistent with the provisions of the public finance management act no 1 of 1999, the sassa act no 9 of 2004 and the social assistance act no 13 of 2004, then in such an event such provision shall be deemed severable from the remainder of this agreement provided that should such occurrence has a material negative effect on cps net income. in | 403 |
services-agreements | imax corporation exhibit 10. 10 march 30, 2021 via email to : bradley j. wechsler re : your service as chairman of the board of directors dear brad : i am writing to confirm our agreement with respect to your service as chairman of the board of directors of imax corporation ( โ imax โ or the โ company โ ). we have agreed as follows : 1. you have notified the company that you will step down as chairman of the board of imax following the annual shareholders โ meeting scheduled for june 9, 2021 ( the โ shareholders โ meeting โ ). 1. 1. you have notified the company that you will step down as chairman of the board of imax following the annual shareholders โ meeting scheduled for june 9, 2021 ( the โ shareholders โ meeting โ ). 2. you have notified the company that you will not run for reelection to imax โ s board, so your service as a director will end upon conclusion of the shareholders โ meeting. you will serve as chairman during the shareholders โ meeting. 2. 2. you have notified the company that you will not run for reelection to imax โ s board, so your service as a director will end upon conclusion of the shareholders โ meeting. you will serve as chairman during the shareholders โ meeting. 3. if the press contacts the company about your stepping down as chairman or your departure from the board, the company will let you know and will give you the opportunity to comment. if the press contacts you about these matters, you will inform the company and will give the company the opportunity to comment. 3. 3. if the press contacts the company about your stepping down as chairman or your departure from the board, the company will let you know and will give you the opportunity to comment. if the press contacts you about these matters, you will inform the company and will give the company the opportunity to comment. 4. the services agreement between the company and you dated as of december 11, 2008, as amended by an amending agreement dated as of february 14, 2011 and an amending agreement no. 2 dated as of april 1, 2013 ( collectively, the โ services agreement โ ), shall terminate following the shareholders โ meeting. 4. 4. the services agreement between the company and you dated as of december 11, 2008, as amended by an amending agreement dated as of february 14, 2011 and an amending agreement no. 2 dated as of april 1, 2013 ( collectively, the | 404 |
services-agreements | exhibit 10. 82 explanatory note : [ * * * ] indicates the portion of this exhibit that has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. explanatory note : [ * * * ] indicates the portion of this exhibit explanatory note : [ * * * ] indicates the portion of this exhibit that has been omitted because it is both ( i ) not material that has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. and ( ii ) would be competitively harmful if publicly disclosed. and ( ii ) would be competitively harmful if publicly disclosed. pharmaceutics international, inc. services change order initiation date 2 / 28 / 2022 project number : 27aim01 change order number : 1 aim immunotech inc. contact : victoria scott, director of quality & regulatory affairs corporate address : 2117 sw highway 484 ocala, fl 34473 corporate phone # # # - # # # - # # # # corporate fax : 352 # # # - # # # - # # # # email : * * * @ * * * pii contact : luis molina, director, business management corporate address : 10819 gilroy road hunt valley, md 21031 corporate phone : # # # - # # # - # # # # email : * * * @ * * * change order title : manufacture placebo feasibility batch ; method transfer for in - process assay โ ampligen sterile solution initiation date 2 / 28 / 2022 project number : 27aim01 change order number : 1 initiation date 2 / 28 / 2022 initiation date 2 / 28 / 2022 project number : 27aim01 project number : 27aim01 change order number : 1 change order number : 1 aim immunotech inc. contact : victoria scott, director of quality & regulatory affairs corporate address : 2117 sw highway 484 ocala, fl 34473 corporate phone # # # - # # # - # # # # corporate fax : 352 # # # - # # # - # # # # email : * * * @ * * * pii contact : luis molina, director, business management corporate address : 10819 gilroy road hunt valley, md 21031 corporate phone : # # # - # # # - # # # | 405 |
services-agreements | exhibit 10. 2 general advertising services agreement publisher information publisher : salon media group publisher url : salon. com publisher address : 870 market street, suite 442 city / town : san francisco province / state / region : ca postal / zip code : 94102 country : usa agreement terms effective date : october 16, 2018 publisher โ s revenue share : 95 % payment schedule : net 30 publisher information publisher information publisher : publisher : salon media group salon media group publisher url : publisher url : salon. com salon. com publisher address : publisher address : 870 market street, suite 442 870 market street, suite 442 city / town : city / town : san francisco san francisco province / state / region : province / state / region : ca ca postal / zip code : postal / zip code : 94102 94102 country : country : usa usa agreement terms agreement terms effective date : effective date : october 16, 2018 october 16, 2018 publisher โ s revenue share : publisher โ s revenue share : 95 % 95 % payment schedule : payment schedule : net 30 net 30 primary contact primary contact name : jordan hoffner primary contact email : * * * @ * * * primary contact phone : 917 # # # - # # # - # # # # primary contact primary contact primary contact name : primary contact name : jordan hoffner jordan hoffner primary contact email : primary contact email : * * * @ * * * * * * @ * * * primary contact phone : primary contact phone : 917 # # # - # # # - # # # # 917 # # # - # # # - # # # # payment information bank name : silicon valley bank bank address : 3003 tasman drive city / town : santa clara province / state / region : ca postal / zip code : 95054 country : usa name on account : salon media group, inc. ach routing number : wire routing number : 121140399 account number : ( if international, enter iban ) 3302133568 payment information payment information bank name : bank name : silicon valley bank silicon valley bank bank address : bank address : 3003 tasman drive 3003 tasman drive city / town : city / town : santa clara santa clara province / state / region : province / state / region : ca ca postal / zip code : postal / zip code : 95054 95054 country : country : usa usa name on account : name on | 406 |
services-agreements | exhibit 10. 2 tax matters agreement dated as of september 28, 2018 by and between servicemaster global holdings, inc., and frontdoor, inc. table of contents page section 1. definition of terms 2 section 2. allocation of tax liabilities 11 section 2. 01 general rule 11 section 2. 02 allocation of united states federal income tax and federal other tax 11 section 2. 03 allocation of state income and state other taxes 12 section 2. 04 allocation of foreign taxes 13 section 2. 05 certain transaction and other taxes 13 section 3. proration of taxes for straddle periods 14 section 4. preparation and filing of tax returns 14 section 4. 01 general 14 section 4. 02 parent โ s responsibility 14 section 4. 03 spinco โ s responsibility 15 section 4. 04 tax accounting practices 15 section 4. 05 consolidated or combined tax returns 15 section 4. 06 right to review tax returns 16 section 4. 07 spinco carrybacks and claims for refund 16 section 4. 08 apportionment of earnings and profits and tax attributes 17 section 5. tax payments 17 section 5. 01 payment of taxes with respect to joint returns 17 section 5. 02 payment of taxes with respect to section 2. 03 ( c ) returns 18 section 5. 03 indemnification payments 19 section 6. tax benefits 19 section 6. 01 tax benefits 19 i table of contents page section 1. definition of terms 2 section 2. allocation of tax liabilities 11 section 2. 01 general rule 11 section 2. 02 allocation of united states federal income tax and federal other tax 11 section 2. 03 allocation of state income and state other taxes 12 section 2. 04 allocation of foreign taxes 13 section 2. 05 certain transaction and other taxes 13 section 3. proration of taxes for straddle periods 14 section 4. preparation and filing of tax returns 14 section 4. 01 general 14 section 4. 02 parent โ s responsibility 14 section 4. 03 spinco โ s responsibility 15 section 4. 04 tax accounting practices 15 section 4. 05 consolidated or combined tax returns 15 section 4. 06 right to review tax returns 16 section 4. 07 spinco carrybacks and claims for refund 16 section 4. 08 apportionment of earnings and profits and tax attributes 17 section 5. tax payments 17 section 5. 01 payment of taxes with respect to joint returns 17 section 5. 02 payment of taxes with respect to section 2. 03 ( c ) returns 18 section 5. 03 ind | 407 |
services-agreements | us premium master service agreement dated : 17th january 2006. customer details title surname : business name : new motion, inc. tax id : 202582952 business address : 42 corporate park, suite 250 state of registration : delaware irvine business phone : 949 # # # - # # # - # # # # business fax : 949 # # # - # # # - # # # # postal address : mobile number : e - mail : * * * @ * * * web address : mobile messenger account manager : technical contact details name : email notify of outage brian singleton * * * @ * * * xyes ono kalpesh trivedi * * * @ * * * xyes ono your payment details preferred payment method : o check x eft contact name for remittance advice : allan legator bank bsb account number wells fargo agreement i / we have read, understood and agree to the terms and conditions as per the attached and to all relevant industry and legal legislation and regulation, and agree to pay the fees and charges as per this master agreement. signature : / s / allan legator date : 1 | 18 | 06 return or fax form with payment to : mobile messenger americas pty ltd abn 73 113 948 959 level 1 225 miller st north sydney nsw 2060 ph : 61 2 9900 3600 fx : 61 2 # # # - # # # - # # # # e. * * * @ * * * w. www. mobilemessenger. com. au terms and conditions background : a. mobile messenger is a wireless media, marketing and infrastructure company focused on building and implementing effective properties that engage customers on wireless devices. mobile messenger creates contextual marketing opportunities in the mobile environment and provides complete solutions for the development, deployment, targeting and tracking of promotional campaigns on emerging mobile platforms a. a. mobile messenger is a wireless media, marketing and infrastructure company focused on building and implementing effective properties that engage customers on wireless devices. mobile messenger creates contextual marketing opportunities in the mobile environment and provides complete solutions for the development, deployment, targeting and tracking of promotional campaigns on emerging mobile platforms b. customer wishes to obtain, and mobile messenger is willing to provide, such services on the basis of and subject to the terms and conditions of this master services agreement and of addenda entered into under it. b. b. customer wishes to obtain, and mobile messenger is willing to provide, such services on | 408 |
services-agreements | 21. 0 electro magnetic energy ( eme ) 22. 0 excavation & trenching the parties shall, as soon as practicable, establish and thereafter maintain a management committee ( the โ management committee โ or โ committee โ ) consisting of two ( 2 ) senior executives from each party. there shall be no remuneration or any other expenses paid to committee members for their services in connection with the committee. the management committee shall meet in person or via teleconference no less than once every quarter, and more frequently as may be necessary to monitor project progress and address issues amongst the parties. each party shall be entitled to have such other individuals or advisors attend the meetings at such parties โ discretion and sole expense. contractor will designate one of its executives as chairman of the management committee, to organize and co - ordinate committee activities. resolution of any matter shall require the unanimous vote of all the members of the management committee. any member of the committee may call a committee meeting at any time upon not less than ten ( 10 ) business days prior notice. the parties shall fill any vacancy in the persons appointed by it to the management committee and may cancel the appointment of any such person and appoint another with written notice to the other party. the management committee is authorized to act in a steering capacity and as a dispute resolution forum of first recourse for the project and shall : the contractor shall keep, or cause to be kept, proper books of account and records. the accounting books and records shall be kept by each party in accordance with good accounting practices and are subject to inspection at any reasonable time during the term of the project and thereafter for such period of time as may be required by the subcontract, by law or by the parties or their designated representatives. these books shall be open to audit by a mutually agreed independent auditor for such period of time as may be required by this subcontract or by law, provided, however, that agreed upon hourly rates and internally published unit rates shall not be subject to audit. this provision permitting audits is in addition to that provided in exhibit โ a โ, gc - 12. 1. 1 overlay scope of work a. search area investigation b. file audit d. permitting 2. 0 new build scope of work i. search area investigation b. leasing c. geotechnical / regulatory | 409 |
services-agreements | transmission service agreement by and between northern pass transmission llc, as owner and h. q. hydro renewable energy, inc., as purchaser dated : october 4, 2010 1014917. 31 - d. c. server 1a - msw execution copy table of contents page article 1 definitions and rules of interpretation 2 section 1. 1. definitions 2 section 1. 2. interpretation 23 article 2 regulatory filings and required approvals 24 section 2. 1. ferc filing 24 section 2. 2. modifications to ferc order 24 section 2. 3. cooperation 25 section 2. 4. no inconsistent action 26 article 3 effective date ; term 26 section 3. 1. effective date 26 section 3. 2. term 26 section 3. 3. termination rights 26 section 3. 4. termination payments 32 section 3. 5. allocation of property rights and interests following termination 34 section 3. 6. effect of termination 35 article 4 commercial operation 35 section 4. 1. commercial operation date 35 section 4. 2. conditions precedent to commercial operation 36 section 4. 3. delay in commercial operation 37 article 5 general rights and responsibilities of the parties 39 section 5. 1. responsibilities of the parties section 5. 2. budgets and reports 41 section 5. 3. insurance and events of loss 43 section 5. 4. compliance with laws 43 section 5. 5. third party contracts 43 section 5. 6. equity commitment 44 section 5. 7. owner's obligation to cure ; purchaser's losses 44 section 5. 8. continuity of rights and responsibilities 44 article 6 procedures for operation and maintenance of the northern pass transmission line 44 section 6. 1. transmission operating agreement ; iso - ne operational control 44 section 6. 2. good utility practice ; regulatory and reliability requirements 45 section 6. 3. annual plan and operating budget and multiy ear outlook 45 section 6. 4. estimated wind - down costs 47 section 6. 5. scheduled maintenance 47 section 6. 6. extraordinary capital expenditures 47 section 6. 7. record of management committee decisions 48 i 1014917. 31 - d. c. server 1a - msw execution copy article 7 purchaser's transmission rights over the northern pass transmission line 48 section 7. 1. transmission service 48 section 7. 2. damages under third party contracts 49 sec tion 7. 3. excused outages or reductions 50 section 7. 4. non - excused outages or reductions 51 section 7. 5. metering 52 article | 410 |
services-agreements | _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ agreement / list of services between < / p > ( 1 ) tara minerals corp. 2162 acorn court, wheaton, il 60189, united states of america & n bsp ; and ( 2 ) roadshows intl. inc., suite 1501, 15th floor, al musalla tower, khalid bin al waleed road, dubai, u. a. e. following the services as agreed : two months full germa n and swiss investor awareness package : ยท 3 - 4 days institutional road show with ca. 15 - 20 one - to - one meetings with different precious metals / mining focused german and swiss small - and midcap fund managers, high - networth - individuals, private investors as well as the editors in charge of the leading german weekly financial magazines ( e. g. focus money, euro on sunday, etc. ) ; ยท comprehensive and very professional german newsletter coverage over the period of two months ; ยท preparation of a professional, several pages german analyst report ( for our road show contacts as well as retail sending - outs ) ; ยท two further follow - up reports, after news etc. ; ยท translation of news - releases into german for further dissemination ; ยท booking of three big external email investor databases reaching more than 400, 000 sophisticated investors all over germany, austria and switzerland ; and ยท booking of irw - press dissemination, which is a very effective service as the german company write - up on tara minerals / tara gold will be implemented on most major german online stock - portals and filed for years ( you will get detailed a list of 20 - 30 different web - links to all these major portals where you can find tara gold / tara minerals ) roadshows intl. inc. will comply with all laws, rules and regulations in providing services pursuant to this agreement. 1 _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ | 411 |
services-agreements | exhibit 10. 12 laboratory service agreement terms and conditions ( march 1, 2015 ) this program is intended to serve a mutual benefit to both northwestern university, an illinois corporation having its business address at 633 clark street, evanston, illinois, 60208 - 1110 ( hereinafter โ northwestern โ, or โ university โ ) and the requesting entity described herein. requesting entity hereby acknowledges as follows : that northwestern university, an educational institution of higher learning and research, in order to support the community, and further its academic mission, is making available, on a limited basis as described herein, academic research facilities and resources, where those facilities may be unique in the geographic area and as available when not in use by faculty or students who retain the priority status for their use ; and that this limited arrangement is consistent with national science foundation ( โ nsf โ ) important notice # 91 dated march, 11, 1983 and nsf important notice # 122 dated june 16, 1998 ; and that northwestern university must remain in strict compliance with federal regulations pertaining to the use of federally supported facilities and equipment including irs rev. proc. 2007 - 47 ( updating irs rev. proc. 97 - 14 ), 0mb circulars a - 21, a - 110 and a - 133 and other applicable regulations ; and that participation in this laboratory service agreement is by special arrangement only and that this program is intended to be of a short duration and minimally intrusive to the active workings of the university and therefore, the terms of this agreement are non - negotiable. for activities not falling within the limited scope of this program, traditional sponsored research is available through the university โ s office for sponsored research. the parties hereby agree : 1. 0 project : northwestern agrees to undertake certain tasks set forth in the project specification ( in the form of exhibit a ), which may include training of requesting entity โ s personnel in the use of northwestern โ s equipment. 2. 0 reports : if applicable, as set forth in the project specifications, northwestern โ s project director shall furnish requesting entity with a final report consisting of the data and test results generated by northwestern in conducting the project, within thirty ( 30 ) days after completion of the project. the parties acknowledge that for northwestern โ s operations and auditing purposes, northwestern may provide information regarding this agreement to northwestern โ s auditors and, as necessary, regulatory entities or authorities. 3. 0 publications : requesting entity | 412 |
services-agreements | exhibit 10. 42 schedule to form of agreement entered into with certain executive officers name title cox, m. chief executive officer wine, j. svp, chief financial officer hoppes, d. svp, ocean services forest, r. svp, operations angoco, v. svp, pacific & evp, mti weis, p. vp, cio gonzalez, y. vp, human resources rolfe, r. president, matson logistics name name title title cox, m. cox, m. chief executive officer chief executive officer wine, j. wine, j. svp, chief financial officer svp, chief financial officer hoppes, d. hoppes, d. svp, ocean services svp, ocean services forest, r. forest, r. svp, operations svp, operations angoco, v. angoco, v. svp, pacific & evp, mti svp, pacific & evp, mti weis, p. weis, p. vp, cio vp, cio gonzalez, y. gonzalez, y. vp, human resources vp, human resources rolfe, r. rolfe, r. president, matson logistics president, matson logistics | 413 |
services-agreements | national energy services reunited corp. ( nesr ) 777 post oak blvd. 7th floor houston texas 77056 united states of america 6 june 2018 dear sirs, the persons whose names appear on the signature pages to this letter ( the selling stockholders ) refer to the stock purchase agreement dated 12 november 2017 between nesr, hana investments co. wll, nps holdings limited ( nps ) and the selling stockholders ( the agreement ). unless otherwise defined herein, capitalised terms in this letter shall have the meanings given to those terms in the agreement. subject to and conditional upon : ( a ) the satisfaction of nesr โ s obligations on the nesr closing date ( other than as such obligations are varied on the terms of this letter ) ; and ( b ) ( in addition to the receipt by the selling stockholders of an aggregate amount of us $ 13, 411, 501. 00 from nps on the nesr closing date, in accordance with the agreement ) receipt by the selling stockholders of an aggregate amount equal to us $ 5, 240, 403. 50 ( to be apportioned amongst the selling stockholders in the amounts set forth in the annex hereto ) from nps, as soon as possible but in any case on or prior to 3 july 2018 ( the nps payment ), ( a ) the satisfaction of nesr โ s obligations on the nesr closing date ( other than as such obligations are varied on the terms of this letter ) ; and ( a ) the satisfaction of nesr โ s obligations on the nesr closing date ( other than as such obligations are varied on the terms of this letter ) ; and ( b ) ( in addition to the receipt by the selling stockholders of an aggregate amount of us $ 13, 411, 501. 00 from nps on the nesr closing date, in accordance with the agreement ) receipt by the selling stockholders of an aggregate amount equal to us $ 5, 240, 403. 50 ( to be apportioned amongst the selling stockholders in the amounts set forth in the annex hereto ) from nps, as soon as possible but in any case on or prior to 3 july 2018 ( the nps payment ), ( b ) ( in addition to the receipt by the selling stockholders of an aggregate amount of us $ 13, 411, 501. 00 from nps on the nesr closing date, in accordance with the agreement ) receipt by the selling | 414 |
services-agreements | it master procurement agreement ( ref. : mpa # 8kmiles _ mpa _ 20170512 ) between 8kmiles software services, inc. 12647 alcosta blvd., san ramon, ca 94583 ( hereinafter called โ supplier โ or โ licensor โ ) and f. hoffmann - la roche ltd grenzacherstrasse 124, ch - 4070 basel switzerland ( hereinafter called " buyer " or โ roche โ ) by signing below, the parties agree to enter into the terms and conditions set forth in this part i as well as parts ii through v as attached hereto, which together form the agreement. accepted and agreed to : accepted and agreed to : for f. hoffmann - la roche ltd for 8kmiles software services, inc. signature signature name : munther megdadi name : anand kumar place & date : ssf 5 / 24 / 2017 place & date : san ramon, ca title : sr. director ir. title : vice president signature signature name : alastair henderson - begg name : place & date : place & date : title : gloval head of it procurement title : accepted and agreed to : accepted and agreed to : accepted and agreed to : accepted and agreed to : for f. hoffmann - la roche ltd for 8kmiles software services, inc. for f. hoffmann - la roche ltd for 8kmiles software services, inc. signature signature signature signature name : munther megdadi name : anand kumar name : munther megdadi name : anand kumar place & date : ssf 5 / 24 / 2017 place & date : san ramon, ca place & date : ssf 5 / 24 / 2017 place & date : san ramon, ca title : sr. director ir. title : vice president title : sr. director ir. title : vice president signature signature signature signature name : alastair henderson - begg name : name : alastair henderson - begg name : place & date : place & date : place & date : place & date : title : gloval head of it procurement title : title : gloval head of it procurement title : 1 1 1 table of contents part i - general part i - general 4 1. general 3 2. term and termination 5 3. payment terms 6 4. data privacy 7 5. it security 9 6. use of open | 415 |
services-agreements | exhibit 10. 15certain confidential information contained in this document, marked by [ * * ], has been omitted because archerdx, inc. has determined the information ( i ) is not material and ( ii ) would likely cause competitive harm to archerdx, inc. if publicly disclosed. master services agreementby and betweenastrazeneca ab ( publ ) andarcherdx, inc2019page | 1master services agreementdefinitions41. services83standards94current good manufacturing practices ( โ gmp โ ). 95good laboratory practice96compensation97taxes118product security119confidentiality1310term and termination1311indemnification1512liability1813subcontracting1914expectations of third parties1915right to audit2016adverse event reporting requirements2117anti - bribery anti - corruption ( โ abac โ ) 2218amendments, changes and modifications2219ownership of results and background ipr2220error or delay in performance of the services2421reserved2422mediation2423arbitration2424assignment2525reserved2526no minimum commitment. 2527further assurance2528data privacy2529debarment2530reserved2631reserved2632reserved2633force majeure2634us physician sunshine act requirements2635human biological samples ( โ hbs โ ) 2736promotional policies2737publications2738representations, warranties and covenants2839reserved2940safety and security requirements2941travel and expenses2942reserved3043reserved3044reserved3045construction3046entire agreement and amendment30page | 2master services agreement47governing law3148jurisdiction3149miscellaneous31schedule 1 - statement of work - template34schedule 2 - rate card37schedule 3 - data protection and security requirements38schedule 4 - summary of astrazeneca promotional policies54schedule 5 โ human biological samples56schedule 6 โ key performance indicators ( service levels ) 61schedule 7 โ design and reporting of essential and exploratory research objectives62page | 3master services agreementmaster services agreementthis | 416 |
services-agreements | exhibit 10. 72 3960 howard hughes parkway, suite 500 las vegas, nevada 89169 advisory services agreement date : 09 / 27 / 15 to : marco hegyi from : donna silverman regarding : advisory services invoice pursuant to tca fund management group ( " tca " ) having providing assistance to growlife, inc. " the company ", the following scope of work and associated fees have been provided and earned as of this date. 1. services provided : a range of advisory services which may, or may not, include ( i ) identifying, evaluating and advising in relation to the company's current structural ( including business model ), financial, operational, managerial, strategic and other needs and objectives, ( ii ) preparing and coordinating with the company and others in the development of business plans, and financial models, ( iii ) identifying potential merger, acquisition, divestiture, consolidation or other combination ( " m & a transaction " ) opportunities and negotiating, structuring and advising in connection with potential m & a transactions, ( v ) advising and assisting the company in connection with the preparation of any registration statements, periodic or other sec reports or proxies, and ( vi ) coordinating with, and advising in connection with the activities of, outside professionals, including without limitation attorneys, accountants, market professionals, etc. these services may or may not have been in conjunction with working with the company to obtain financing with tca's affiliated fund, tca global credit master fund, lp. 2. compensation : in consideration for the services provided by tca to the company as of this date, the company shall compensate tca in the amount of $ 1, 500, 000. if the company is a quoted company on any listed exchange then tca will accept restricted shares of the company stock. the number of shares issued will be set at 100. 00 % of the amount due up to availability. upon sale of these securities, tca will provide a reconciliation to the company. if at that time the value of the stock is greater than the amount owed, the balance of the shares shall be returned to the company. if the then current value of the shares is less than the amount due, then the company will be responsible for immediately delivering additional shares to be sold by tca in order for tca to realize the full value of the amount owed. should tca and the company complete a financing with tca's affiliated fund, tca global | 417 |
services-agreements | exhibit 10. 30 investment banking engagement agreement may 20th, 2021 sql technologies corp. john campi | chief executive officer 2855 west mcnab road pompano beach, fl 33069 dear mr. campi : newbridge securities corporation ( โ newbridge โ ) is pleased to provide investment banking, and corporate advisory services to sql technologies corp., a florida corporation, ( the โ company ) on the terms and conditions in this letter agreement ( the โ agreement โ โ ). 1. engagement ; nature of services. newbridge will act as the company โ s non - exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary. 1. engagement ; nature of services. 1. newbridge will act as the company โ s non - exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary. newbridge will act as the company โ s non - exclusive financial advisor with respect to the matters listed below and may perform such services as it deems reasonably necessary. a ) corporate advisory services. newbridge shall provide the company with general corporate advisory services in connection with investment banking matters such as : a ) corporate advisory services. newbridge shall provide the company with general corporate advisory services in connection with investment banking matters such as : a ) corporate advisory services. newbridge shall provide the company with general corporate advisory services in connection with investment banking matters such as : i ) assist the company in selecting and coordinating a team of financial service professionals to go public onto a national exchange in the united states ( nyse american, nasdaq or nyse ) ; ii ) rendering of advice related to capital structures, u. s. capital market opportunities, asset allocation or exit strategies ; iii ) assisting in the preparation of a corporate presentation focused towards communicating with u. s. institutional and u. s. retail investor groups ; iv ) assisting in the preparation of a comprehensive due diligence package that can be used for potential m & a, joint - venture or capital raise transactions ; v ) assist with coordinating outside corporate communications and investor relations professionals ; vi ) introduction to pertinent equity research professionals ; vii ) assist in getting the company to attend investor conferences ; viii ) assist in drafting of press releases ; and ix ) make ourselves available for board meetings. i ) assist the company in selecting and coordinating a team of financial service professionals to go public onto a national exchange in the united states ( | 418 |
services-agreements | mine exploitation services cooperation agreement this mine exploitation services cooperation agreement ( hereinafter referred to as โ this agreement โ ) is entered into by the following parties on 12 september 2012. party a : element resources international ltd. ( a wholly - owned subsidiary of american yinfu gold corporation in hong kong ) registered address : room 2611, langham place office tower, mong kok, hong kong party b : anqing wanyu mining ltd. registered address : xiaochun village, huigong township, zongyang county whereas : 1. party a is an american wholly - foreign - owned enterprise established in hong kong, and has the technologies and capabilities of mine exploitation services. 1. party a is an american wholly - foreign - owned enterprise established in hong kong, and has the technologies and capabilities of mine exploitation services. 1. party a is an american wholly - foreign - owned enterprise established in hong kong, and has the technologies and capabilities of mine exploitation services. 2. party b is a limited liability company with domestic capital registered in china, which needs professional mine exploitation services company to provide technical support and services during its operation and management. 2. party b is a limited liability company with domestic capital registered in china, which needs professional mine exploitation services company to provide technical support and services during its operation and management. 2. party b is a limited liability company with domestic capital registered in china, which needs professional mine exploitation services company to provide technical support and services during its operation and management. now, therefore, through mutual discussion, both parties have reached the following agreements : 1. technical consultation and management services ; sole and exclusive interests 1. technical consultation and management services ; sole and exclusive interests 1. technical consultation and management services ; sole and exclusive interests 1. 1within the term of this agreement, party a agrees, as the technical consultation and management services provider for party b, to provide party b with the relevant technical consultation and management services according to the conditions of this agreement ( for specific content, please refer to appendix 2 ) in terms of niutoushan copper ore and monk bridge copper - gold ore of zongyang county ( hereinafter referred to as โ target ores โ, for information of relevant mining license and exploration license, please refer to appendix 1 ) which party b owns the mining authority. 1. 1within the term of this agreement, party a agrees, as the technical consultation and management services provider for party b, to provide party | 419 |
services-agreements | exhibit 10. 4 dated 14 july 2020 diversey limited ( 1 ) and philip robert wieland ( 2 ) service agreement 1 1 this agreement is dated 14 july 2020 parties : ( 1 ) diversey limited whose registered office is weston favell centre, northampton, nn3 8pd ( the " employer " ) ; and ( 1 ) diversey limited whose registered office is weston favell centre, northampton, nn3 8pd ( the " employer " ) ; and ( 1 ) diversey limited whose registered office is weston favell centre, northampton, nn3 8pd ( the " employer " ) ; and ( 2 ) philip robert wieland of sixpenny buckle, clodhouse hill, woking, surrey, gu22 0qs ( " you " ). ( 2 ) philip robert wieland of sixpenny buckle, clodhouse hill, woking, surrey, gu22 0qs ( " you " ). ( 2 ) philip robert wieland of sixpenny buckle, clodhouse hill, woking, surrey, gu22 0qs ( " you " ). agreed terms : 1. definitions 1. definitions 1. definitions 1. 1in this agreement, the following expressions have the following meanings : 1. 1in this agreement, the following expressions have the following meanings : 1. 1 in this agreement, the following expressions have the following meanings : " board " means the principal board of directors ( or equivalent body ) of the group or any committee of such board duly appointed by it ; " cause " means any of 1. 1. 1you are guilty of gross misconduct or commit any material or ( after warning ) repeated or continued breach or non - observance of your obligations to the employer or to any member of the group ( whether under this agreement or otherwise ) or if you refuse or neglect to comply with any reasonable and lawful directions of the employer or the board ; 1. 1. 1you are guilty of gross misconduct or commit any material or ( after warning ) repeated or continued breach or non - observance of your obligations to the employer or to any member of the group ( whether under this agreement or otherwise ) or if you refuse or neglect to comply with any reasonable and lawful directions of the employer or the board ; 1. 1. 1 you are guilty of gross misconduct or commit any material or ( after warning ) repeated or continued breach or non - observance of your obligations | 420 |
services-agreements | service agreement between domilens gmbh, holsteiner chaussee 303a ( hereinafter referred to as : company ) and dr. reinhard pichl, hauptstraรe 37, 79227 schallstadt ( hereinafter referred to as : managing director or dr. pichl ) preamble dr. pichl has been appointed managing director of the company by way of the shareholders resolution with effect as of 1 november 2007. in this regard, the following has been agreed upon : ยง 1 power of representation ( 1 ) the managing director has sole power to represent the company. ( 2 ) the company may at any time change the power of representation. ยง 2 management of the company ( 1 ) ( 1 ) ( 2 ) ( 2 ) รธ sale and shut - down of the business of the company or significant parts thereof ; รธ establishment of subsidiaries ; รธ acquisition or sale of other companies or participations of the company ; รธ acquisition, sale, or encumbrances of real property or rights equivalent to real property as well as the obligation to carry out such business transactions ; รธ acceptance of sureties and guarantees as well as acceptance of any kind of liabilities resulting from bills of exchange ; รธ drawdown or granting of credits or securities of any kind that exceed โฌ 25, 000 and do not belong to the ordinary course of business ; รธ conclusion, amendment or termination of agreements that burden the company with more than โฌ 50, 000 in each individual case ; รธ employment, promotion and dismissal of employees with an annual gross salary of more than โฌ 80, 000 ; รธ granting and revocation of prokura and power of attorney ; รธ granting of pension promises of any kind. the list of business transactions requiring prior approval of the shareholders may be expanded or reduced at any time by way of shareholders resolution. ( 3 ) ( 3 ) ( 1 ) ( 1 ) ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 4 ) ( 4 ) ( 5 ) ( 5 ) ( 6 ) ( 6 ) ( 1 ) ( 1 ) ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 4 ) ( 4 ) the managing director shall work exclusively for the company and shall do his utmost to promote the company โ s interests. if necessary, the managing director shall be at the company โ s disposal beyond the usual working hours and shall promote its interests. ยง 6 non - competition and non - solicitation clause ( 1 ) ( 1 ) ( | 421 |
services-agreements | exhibit 10. 1 service agreement agreement ( hereinafter referred to as โ service agreement โ ) made as of the 29th day of june, 2007 by and between jan c. e. wendenburg, residing at germany ( hereinafter referred to as the โ ceo โ ) and authentidate international ag, a german aktiengesellschaft, registered in duesseldorf, germany and with principal offices located at grossenbaumer weg 6, 40474 duesseldorf, germany ( hereinafter referred to as the โ company โ ). witnesseth : whereas, the company is engaged in the business of developing and marketing electronic billing, archiving, scanning and email solutions providing legally binding time and content authentication, and other software products ; and whereas, the company is a wholly - owned subsidiary of authentidate holding corp., a delaware corporation, with principal offices located at 300 connell drive, berkeley heights, nj 07922, usa ( hereinafter referred to as โ ahc โ ) ; and whereas, the company desires to continue the service relationship with the ceo for the purpose of securing for the company the experience, ability and services of ceo ; and whereas, the supervisory board of the company ( aufsichtsrat ) ( hereinafter referred to as the โ supervisory board โ ) renewed the appointment of the ceo for the term beginning july 1, 2007 and expiring june 30, 2008 ( hereinafter referred to as the โ initial renewal period โ ) based on a resolution of the supervisory board ; and whereas, ceo desires to continue working for the company, pursuant to the terms and conditions herein set forth, superseding all prior agreements and entitlements between the company, its parent company, its subsidiaries and / or predecessors and ceo ; now, therefore, it is mutually agreed by and between the parties hereto as follows : article i service relationship subject to and upon the terms and conditions of this service agreement, the company hereby re - hires ceo, and ceo hereby accepts such re - hire in the capacity of chief executive officer of the company ( vorsitzender des vorstandes ). article ii duties 2. 1 ceo shall, during the term, as hereinafter defined, and subject to the control of the supervisory board, manage the business of the company in accordance with the laws, statutes, articles of association ( satzung ) | 422 |
services-agreements | exhibit 10. 17 brokerage services agreement an agreement dated as of 1st january 2008 between : maiden insurance company, ltd. on its own behalf ( the โ insurer โ ) and igi intermediaries limited ( the โ broker โ ) ( collectively the โ parties โ ) 1. scope the purpose of this agreement is to set out the rights and obligations of the parties only in respect of the matters specifically addressed in the agreement. nothing in this agreement overrides the broker โ s duty to place the interests of the insured before all other considerations in the event of a conflict nor shall this agreement override any legal or regulatory requirements ( whether obligatory or advisory ) which may apply to the broker, the insurer, or the placing of any insurance business. 2. regulatory status 2. 1 the broker warrants that it is authorised by the financial services authority ( the โ fsa โ ) or other relevant regulatory authority to conduct insurance mediation activities ( as defined in the fsa โ s handbook ) from the date of this agreement. 2. 2 the broker shall inform the insurer immediately in writing if at any time during the period of this agreement : 2. 2. 1 the fsa or other relevant regulatory authority suspends or withdraws the broker โ s authorisation ; or 2. 2. 2 the broker otherwise ceases in anyway to be authorised by the fsa or other relevant regulatory authority to undertake any activities in relation to any insurance business subject to this agreement ; or 2. 2. 3 the broker becomes insolvent. 3. services the broker is authorised to provide certain marketing activities for the insurer : 3. 1 as and when requested, provide the insurer โ s marketing material to potential policyholders and / or their broker or agent, explaining what insurance / reinsurance products are available from insurer and its underwriting and claims handling philosophy to potential policyholders and / or their broker or agent, to see whether the insurer would be suitable insurer / reinsurer ) ; 3. 2 as and when requested, provide market intelligence to the insurer, for example gathering market trends, opportunities for new business, contact details of loss adjusters, actuaries and other professionals, collating and passing on templates of insurance / reinsurance contracts currently used in the london market and of pricing by other insurers / reinsurers ; 3. 3 business introduction facilitation, whereby the broker refers brokers and potential policyholders to the insurer | 423 |
services-agreements | exhibit 4. 11 page 1 i, jeffrey w. bullock, secretary of state of the state of delaware, do hereby certify the attached is a true and correct copy of the certificate of designation of โ nytex energy holdings, inc. โ, filed in this office on the nineteenth day of november, a. d. 2010, at 2 : 13 o โ clock p. m. a filed copy of this certificate has been forwarded to the new castle county recorder of deeds. 2149669 8100 101107013 you may verify this certificate online at corp. delaware. gov / authver. shtml / s / jeffrey w. bullock jeffrey w. bullock, secretary of state authentication : 8367877 date : 11 - 19 - 10 exhibit 4. 11 page 1 i, jeffrey w. bullock, secretary of state of the state of delaware, do hereby certify the attached is a true and correct copy of the certificate of designation of โ nytex energy holdings, inc. โ, filed in this office on the nineteenth day of november, a. d. 2010, at 2 : 13 o โ clock p. m. a filed copy of this certificate has been forwarded to the new castle county recorder of deeds. 2149669 8100 101107013 you may verify this certificate online at corp. delaware. gov / authver. shtml / s / jeffrey w. bullock jeffrey w. bullock, secretary of state authentication : 8367877 date : 11 - 19 - 10 2149669 8100 101107013 you may verify this certificate online at corp. delaware. gov / authver. shtml state of delaware secretary of state division of corporations delivered 02 : 27 pm 11 / 19 / 2010 filed 02 : 13 pm 11 / 19 / 2010 srv 101107013 - 2149669 file certificate of designation in respect of series a convertible preferred stock of nytex energy holdings, inc. pursuant to section 151 of the general corporation law of the state of delaware the undersigned duly authorized officer of nytex energy holdings, inc., a corporation organized and existing under the general corporation law of the state of delaware ( the โ corporation โ ), in accordance with the provisions of section 151 thereof, does hereby certify that the following resolution was duly adopted by the corporation โ s board of directors ( the โ | 424 |
services-agreements | exhibit 10. 1 heska corporation 1997 stock incentive plan ( as amended march 6, 2007 and may 5, 2009 ) exhibit 10. 1 heska corporation 1997 stock incentive plan ( as amended march 6, 2007 and may 5, 2009 ) table of contents page article 1. introduction 3 article 2. administration 3 2. 1 committee composition 3 2. 2 committee responsibilities 3 article 3. shares available for grants 3 3. 1 basic limitation 3 3. 2 annual increase in shares 4 3. 3 additional shares 4 article 4. eligibility 4 4. 1 nonstatutory stock options and restricted shares 4 4. 2 incentive stock options 4 article 5. options 4 5. 1 stock option agreement 4 5. 2 number of shares 4 5. 3 exercise price 4 5. 4 exercisability and term 5 5. 5 effect of change in control 5 5. 6 modification or assumption of options 5 5. 7 buyout provisions 5 article 6. payment for option shares 5 6. 1 general rule 5 6. 2 surrender of stock 6 6. 3 exercise / sale 6 6. 4 exercise / pledge 6 6. 5 promissory note 6 6. 6 other forms of payment 6 article 7. [ reserved ] 6 article 8. restricted shares 6 8. 1 time, amount and form of awards 6 8. 2 payment for awards 6 8. 3 vesting conditions 7 8. 4 voting and dividend rights 7 article 9. protection against dilution 7 9. 1 adjustments 7 9. 2 dissolution or liquidation 7 9. 3 reorganizations 7 1 table of contents page article 1. introduction 3 article 2. administration 3 2. 1 committee composition 3 2. 2 committee responsibilities 3 article 3. shares available for grants 3 3. 1 basic limitation 3 3. 2 annual increase in shares 4 3. 3 additional shares 4 article 4. eligibility 4 4. 1 nonstatutory stock options and restricted shares 4 4. 2 incentive stock options 4 article 5. options 4 5. 1 stock option agreement 4 5. 2 number of shares 4 5. 3 exercise price 4 5. 4 exercisability and term 5 5. 5 effect of change in control 5 5. 6 modification or assumption of options 5 5. 7 buyout provisions 5 article 6. payment for option shares 5 6. 1 general rule 5 6. 2 surrender of stock 6 6. 3 exercise / sale 6 6. 4 exercise / pledge 6 6. 5 promissory note 6 6. 6 other | 425 |
services-agreements | exhibit 10. 4 rental agreement state of georgia, dekalb county date of this agreement : january 1st, 2020 property address : 5522 new peachtree road, suite 129 management : circle of love, inc. tenants : prudent senior services of georgia, inc. appliances included : none beginning date : january 1st, 2020 termination date : march 31st, 2022 monthly rental : see attached rents roll. ( rents to be paid to plaza del sol ) security deposit : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ a attached hereto is the sole and entire rental agreement between the aforementioned management and tenant, and both parties acknowledge receipt of completed copies. no oral statements shall be binding. no modification of this agreement shall be binding unless attached hereto and signed by all parties. in witness whereof, the parties hereto have caused these presents to be signed in person or by person duly authorized, the day and year. / s / wooiyi yin / s / alfred yin management tenants / s / wooiyi yin / s / alfred yin / s / wooiyi yin / s / wooiyi yin / s / alfred yin / s / alfred yin management tenants management tenants received epa mold guide received โ lead disclosure โ tenants have tenant insurance this is page 1 management initials : / s / wy tenant initials : / s / ay this is page 1 management initials : / s / wy tenant initials : / s / ay this is page 1 this is page 1 management initials : / s / wy management initials : / s / wy tenant initials : / s / ay tenant initials : / s / ay rental agreement in consideration of the agreement of aforementioned tenant, the management hereby rents them the dwelling located at the aforementioned property address ( โ the premises โ ) for the period commencing on the aforementioned beginning date, and the monthly thereafter until the aforementioned termination date, at which time this agreement is terminated. tenants consideration of management permitting them to occupy the premises, hereby agrees to the following terms : 1. rent : rent shall be the aforementioned โ monthly rental โ per month, payable in full and in advance, without notice or demand, upon the 5th day of each calendar month to the management at the following address : 3780 old norcross road, suite 103 - 226, duluth, ga 30096, or at such other place as may be designated by management from | 426 |
services-agreements | exhibit 10. 4 valinhos, july 14th., 2021. to : irach taraporewala, ph. d chief executive officer & director commercial proposal : azd. br. eom _ 063 - 2021 โ r03 reference : commercial proposal for the regulatory, scientific and management services of a proof โ of โ concept study evaluating safety, tolerability, and preliminary efficacy of eom - 613 in covid - 19 infected patients with severe symptoms. dear irach, thank you for the opportunity to prepare this commercial proposal. if you have any questions, please do not hesitate to contact us. sincerely, dra. luciana bortolassi ferrara ceo azidus brasil azidus brasil - rua general osorio, 507 - vila martina - cep. 13271 - 130 - valinhos / sp - tel. + 55 19 3829 - 6160www. azidusbrasil. com. br1 of 20 azidus brasil - rua general osorio, 507 - vila martina - cep. 13271 - 130 - valinhos / sp - tel. + 55 19 3829 - 6160www. azidusbrasil. com. br1 of 20 azidus brasil - rua general osorio, 507 - vila martina - cep. 13271 - 130 - valinhos / sp - tel. + 55 19 3829 - 6160www. azidusbrasil. com. br1 of 20 azidus brasil - rua general osorio, 507 - vila martina - cep. 13271 - 130 - valinhos / sp - tel. + 55 19 3829 - 6160www. azidusbrasil. com. br azidus brasil - rua general osorio, 507 - vila martina - cep. 13271 - 130 - valinhos / sp - tel. + 55 19 3829 - 6160 www. azidusbrasil. com. br 1 of 20 1. about azidus 1. about azidus 1. about azidus azidus is a cro ( contract research organization ) that offers comprehensive services and solutions for the development and registration of medicines, health products, cosmetics and food in the world โ s leading regulatory agencies. the 20 - year experience in the market associated with a highly | 427 |
services-agreements | engagement agreement between indo global exchange ( s ) - internatinal global exchange ( aust ) - pt griya matahari bali & kina securities regarding papua new guinea issued on : 25th nov 2013 private and confidential this document contains proprietary information belonging to igex. it may be used by the recipient to whom it is addressed only for the purpose of contract decisions and post - award monitoring of service delivery. the copyright in this material remains the property of igex and no part of this proposal may be reproduced without the written permission of igex issued on : 25th nov 2013 private and confidential this document contains proprietary information belonging to igex. it may be used by the recipient to whom it is addressed only for the purpose of contract decisions and post - award monitoring of service delivery. the copyright in this material remains the property of igex and no part of this proposal may be reproduced without the written permission of igex contents page introduction 4 objective 4 appointment of igex pte ltd, igex aus ltd, pt griya matahari bali, as service provider 4 appointment 4 service summary 4 igex service structure 5 service summary 5 the product 5 product integration 6 seminar programs 6 referred client support 7 referred client account structure 7 partners 8 governance and transparency 8 commission & fee structure 9 execution 11 appendix 5 โ terms and conditions 12 contents page appointment appendix 5 โ terms and conditions 12 2 2 2 service user : name kina securities limited address 2nd level, deloitte tower douglas street, port moresby, national capital district papua new guinea attention rick tan service providing licensee : name indo global exchange ( s ) pte. ltd d. b. a. igex ( โ igex โ ) abn / company reg no. address standard chartered building, jl prof. dr. satrio kav 146, 30th floor jakarta, indonesia attention john o โ shea service providing corporate : aauthorized representative : name international global exchange ( aust ) pty ltd abn / company reg no. 59 166 674 454 address 60 clovemont way bundoora, victoria 3083, australia attention george sarros service providing corporate authorized representative : name pt griya matahari bali address jalan pantai berawa # 122 canggu, bali 80361, indonesia attention john o โ shea service user : service user : name kina securities limited address 2nd level, deloitte tower douglas street, port moresby | 428 |
services-agreements | exhibit 10. 1 dated 19 august 2010 cartus limited cartus funding limited cartus services limited uk relocation receivables funding limited realogy corporation lma s. a. credit agricole corporate and investment bank and cartus financing limited closing agreement orrick, herrington & sutcliffe ( europe ) llp 107 cheapside london ec2v 6dn closing agreement is made on 19 august 2010 between : ( 1 ) credit agricole corporate and investment bank, acting in its capacity as security trustee ( for itself and the secured parties ), arranger, administrative agent, calculation agent and lender ( the โ bank โ ) ; ( 2 ) cartus limited ( โ cl โ ), a company incorporated in england and wales ( company number 01431036 ) whose registered office is at frankland road, blagrove, swindon sn5 8rs ; cartus funding limited ( โ cf โ ), a company incorporated in england and wales ( company number 01826077 ) whose registered office is at frankland road, blagrove, swindon sn5 8rs ; cartus services limited ( โ csl โ ), a company incorporated in england and wales ( company number 01389936 ) whose registered office is at frankland road, blagrove, swindon sn5 8rs ( each a โ seller โ and together the โ sellers โ ) ; ( 3 ) uk relocation receivables funding limited, a company incorporated in england and wales ( company number # # # - # # # - # # # # ) whose registered office is at 35 great st. helen โ s, london ec3a 6ap ( the โ borrower โ ) ; ( 4 ) realogy corporation, a corporation formed and existing under the laws of delaware ( the โ parent โ ) ; ( 5 ) lma s. a., a limited company with a management board and supervisory board ( societe anonyme a directoire et a conseil de surveillance ) incorporated under french law, having its registered office at 9 quai du president paul doumer, 92920 paris la defense cedex, france and registered with the trade and companies registry of nanterre ( registre du commerce et des societes de nanterre ) under the number # # # - # # # - # # # # ( the โ note purchaser โ ) ; and ( 6 ) cartus financing limited ( โ cfl | 429 |
services-agreements | 1. preamble whereas the department has sought an alternative, more efficient and cost effective means to administer and operate all activities included in the automated cash payments of pensions and grants. 1. 1 the provincial tender board has approved tender no ntp8342 to the contractor and has authorised the department to enter into a service level agreement with the contractor prior to the commencement of any activities under this contract, the effective date ; 1. 2 the contractor agrees to render cash payment services to the beneficiaries of pensions and grants on behalf of the department. 1. 3 payments of pensions and grants currently made by the south african post office and banks are excluded. 1. 4 the number of beneficiaries expected to be serviced is estimated at 514 000 as at the time of preparation of the tender specification, allocated to 1 900 pay points. these quantities shall in no way be construed by the contractor as being guaranteed minimums or maximums by the department. therefore the parties wish to record in writing their agreement relating the aforementioned and matters incidental thereto. 2. interpretation and definitions in this agreement and in the annexures hereto. 2. 1 clause headings are for convenience and are not to be used in their interpretation ; 2. 2 unless the context indicates a contrary intention, but not limited to, an expression which denotes ; 2. 2. 1 any gender includes the other gender ; 2. 2. 2 a natural person includes a juristic person and vice versa ; 2. 2. 3 the singular includes the plural and vice versa ; account โ means interest bearing smart card based account which does not require the maintenance of any minimum balance therein and free of any bank charges or costs, opened by the contractor in the name of each grant beneficiary. โ afis โ means automated fingerprint identification system. โ act โ means social assistance act 1992 ( act 59 of 1992 ) as amended. โ biometric identification โ means the identification of a person by using automated fingerprint identification ( afis ) computer technology to identify each beneficiary. โ biometric verification โ means the verification of each beneficiary at the pay points by using computer technology to verify the relationship between a beneficiary and his / her fingerprints already captured previously during bulk enrolment. โ biometric identification and verification software and procedures โ means the procedures that are used to verify that a beneficiary โ s or procurator โ s fingerprints | 430 |
services-agreements | exhibit 10. 30 supplemental agreement to managing director service contract dated 6th march 2002 th and subsequent arrangement dated 21st november 2006 st between woodward gmbh ( previously leonhard reglerbau dr. - ing. adolf leonhard gmbh ) handwerkstraรe 29, 70565 stuttgart -,, company โ - and mr gerhard lauffer, goldregenweg 40, 70565 stuttgart -,, managing director โ - preamble woodward, inc. โ s ( woodward โ s ) electrical power systems business group structure will undergo various organizational changes. upon completion of the planning phase, the changes will be announced at the end of fy2012 or at the beginning fy2013, i. e., late september or early october 2012. more specifically, it is intended to consolidate the electrical power systems business group ( โ eps โ ) into the engine systems business group ( โ es โ ) and into industrial turbomachinery systems business group ( โ its โ ), and consequently, eps will cease to be a separate business group within woodward โ s energy business segment. this will include that power generation and distribution ( โ pg & d โ ) and power solutions ( โ ps โ ), which are currently sub - segments under eps, will be moved to es. wind power systems ( โ wps โ ) and power conversion systems ( โ pcs โ ), which will be moved to its, will form a new organizational unit under its, renewable power systems ( โ rps โ ). the parties jointly find that their current contractual arrangement will not adequately reflect the business situation resulting from the intended organizational changes. agreement therefore, effective as of the date of signature of this supplemental agreement, the parties agree as follows : 1. the managing director will continue in both his roles as managing director of the company and as a president of woodward, inc. while managing director may no longer be deemed an officer pursuant to the requirements of section 16 of the securities exchange act of 1934, as amended, he will remain a corporate officer of woodward, and will, effective october 1, 2012, lead rps until the earlier of ( i ) june 30, 2013, or ( ii ) such time that woodward at its sole discretion releases managing director from all of his duties as managing director taking into consideration the company โ s appointment of a successor and a reasonable transition period ( such earlier date, the โ role change date โ ). during the period prior to this release of duties, the managing director will continue | 431 |
services-agreements | exhibit 10. 29 exhibit 10. 29 master agreement change order general services agreement change order agreed to : agreed to : bank of america, n. a cardlytics, inc. / s / sam griffin / s / andrew christiansenw sam griffinandrew christiansensr. procurement specialistchief financial officer ( principal financial and accounting officer ) agreed to : agreed to : bank of america, n. a cardlytics, inc. / s / sam griffin / s / andrew christiansen w sam griffin andrew christiansen sr. procurement specialist chief financial officer ( principal financial and accounting officer ) | 432 |
services-agreements | i. ksnet, inc., a corporation organized and existing under the laws of the republic of korea ( โ korea โ ), with its registered office at seong bo building, 5th floor, 169 - 10 samsung - dong, gangnam - gu, seoul, 135 - 090 korea ( the โ company โ ) ; and ii. phil - hyun oh, a natural person residing at xxx, ( the โ executive โ ). ( a ) as the representative director, the executive shall have the power, authority and responsibility delegated to the executive by the board of directors of the company ( the โ board of directors โ ) and as provided for in the articles of incorporation of the company ( the โ articles of incorporation โ ) and the korean commercial code ( collectively, the โ general services โ ). in this regard, it is hereby acknowledged and agreed that the executive shall be entitled to communicate with and shall rely upon the advice, direction and instructions of the board of directors in order to initiate, coordinate and implement the general services as contemplated herein, subject, at all times, to the final direction and supervision of the board of directors. ( b ) without limiting in any manner the generality of the general services, the executive shall perform the general services faithfully, diligently, to the best of the executive โ s ability, and in the best interests of the company, consistent with the executive โ s position as the representative director of company, and will devote and prioritize his full working time and use his best efforts for the company in that regard. ( c ) the executive hereby acknowledges and agrees to abide by the rules, regulations, instructions, personnel practices, policies and procedures of each of the company and net 1 ueps technologies, inc. ( โ net l โ ), and any changes thereto which may be adopted from time to time as such rules, regulations, instructions, personnel practices, policies and procedures may be applied to the executive as the representative director of the company. ( a ) base salary : the executive shall be compensated at the rate of krw 448. 2 million per year ( the โ base salary โ ), in twelve ( 12 ) equal monthly installments to be paid in arrears on the same day of each month on which the other executives of the company receive their compensation. ( b ) bonus : the company shall also pay annual bonus compensation up to a maximum of krw 56 | 433 |
services-agreements | exhibit 10. 3 corporate advisory services agreement โ belair capital partners inc. / truxmart ltd. as of may 1, 2014, superseding the original may 1, 2014 agreement re. : superseding belair capital partners inc. corporate advisory services agreement re. : superseding belair capital partners inc. corporate advisory services agreement dear mr. rossi : we understand that truxmart ltd. ( the โ company โ ) wishes to retain belair capital partners inc. ( โ belair โ ) as its advisor on an exclusive basis until such services rendered by belair may not be required by the company and as may be determined by the company. certain services may be provided by one or more affiliates of belair, however, the services will be governed by this agreement. the following supersedes the original form of agreement entered into on may 1, 2014, which form was employed without legal counsel, and upon further review, its terms do not reflect our actual understanding of that point in time, and fails to reflect the changes in our actual understanding, including the most fundamental roles, responsibilities and consideration underlying and comprising our actual agreements. subject to the below specified limitations and conditions, belair will provide the company with such regular and customary corporate and market - related advisory services as is reasonably requested by the company, such advice may include, providing recommendations and assisting in the following : a. scope of advisory services : a. scope of advisory services : 1. assisting the company with the review and financial analysis of a going public transaction, possibly by way of a reverse takeover transaction, or otherwise ( the โ going public transaction vehicle โ ) and provide the company with strategic advice for completing such a transaction, as deemed desirable by the company ; provided that all such decisions with respect thereto shall be made solely by the company in its sole discretion. 2. assisting the company in identifying and qualifying a going public transaction vehicle including, establishing and negotiating a corporate share structure with the going public transaction vehicle and contemporaneously furnishing advice on the amount and timing of any financing into the resulting issuer entity ; provided that all such decisions with respect thereto shall be made solely by the company in its sole discretion. 3. assisting the company in finding and engaging the necessary professionals in order for the company to manage the โ going public transaction โ from initiation to completion by way of securing any necessary additional management personnel, legal representation, including with regard to the appointment of a legal firm | 434 |
services-agreements | exhibit 10. 2 service agreement between quintiles commercial germany gmbh registered address at schildkrotstrasse 17 - 19, d - 68199 mannheim, germany hereinafter โ quintiles โ and mela sciences inc. registered address at 50 south buckhout st., irvington, ny 10533, usa hereinafter โ mela โ index : 1. scope of agreement 3 2. quintiles obligations 3 3. mela obligations 4 4. mutual obligations 4 5. price and payment 5 6. liability and indemnity 5 7. confidentiality 6 8. duration and termination 6 9. non - solicitation 7 10. return of materials 8 11. cooperation and governance 8 12. ownership and inventions 8 13. notices 9 14. assignment and sub contracting 9 15. survival 9 16. entire agreement 9 17. amendments 9 18. jurisdiction 10 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 2 / 10 1. scope of agreement 1. 1. mela wishes to appoint quintiles and quintiles hereby accepts such appointment to perform the services as described in schedule i and ii in accordance with the terms and conditions that are agreed hereinafter. 1. 2. mela commits to pay to quintiles the quintiles service fees in accordance with the payment schedule and terms of payment as described in schedule ii and to comply with the mela obligations as particularly set out in clause 3. of this agreement. 2. quintiles obligations it is agreed that quintiles shall : 2. 1. undertake all reasonable endeavours to deliver the services as described in detail in schedule i to this agreement ; 2. 2. have the services carried out by qualified pharmaceutical representatives according to ยง 75 amg ( arzneimittelgesetz โ german medicines act ) โ as far as the detailing of medicines in the sense of ยง 2 clause 1 and clause 2 no. 1 amg are subject of the services ; 2. 3. ensure that the provided quintiles personnel are familiar with the provisions of relevant legislation, codes of practice or guidelines applicable for the project ; 2. 4. manage all contractual obligations in respect of the employment of the quintiles personnel including the payment of all salaries, quintiles bonuses and benefits ; 2. 5. be | 435 |
services-agreements | exhibit 10. 1 may 08, 2017 mr. john m. maslowski chief executive officer fibrocell science, inc. 405 eagleview boulevard exton, pa 19341 dear john : on behalf of ac lordi, we appreciate the opportunity to provide you with professional services. this engagement letter governs the relationship between the parties. each engagement we perform for you will be embodied in a separate addendum to this engagement letter. in this letter, the terms โ you โ and โ your โ refer to fibrocell science, inc. and the terms โ we, โ โ us, โ and โ our โ refer to ac lordi consulting, inc. for other definitions, see paragraph 24. 1. term. this engagement letter is effective as of the date stated above, and continues until terminated by either party upon 30 days prior written notice to the other party. the provisions of paragraphs 4, 6, 7, 10, 11, 12, 13, 14, 17 and 18 will survive any termination of this engagement letter. 1. 2. consulting services. we will provide accounting, internal audit, or business advisory services to you as described in the addendum # 10 attached and subsequent addenda entered into between us, which we refer to in this engagement letter as our โ services. โ 2. 3. addenda ; conflicts. each addendum must i ) be set forth in a written document signed by both parties, ii ) list specific services to be provided, and iii ) specify rates for service providers, to be valid. each addendum will be subject to this engagement letter. if there is a conflict between any addendum and this engagement letter, the addendum will prevail. 3. 4. ownership. upon full payment to us, you will own any work product, subject to any restrictions set forth in this engagement letter or any addendum, and work product is a work for hire made by us for you. we retain all ownership rights to the know - how and to the extent know - how is incorporated in the work product, we grant you a limited, non - transferable, paid - up, license to use the know - how in your business to the same extent you may use the work product. 4. 5. independent contractor. in performing our services under this engagement letter, we are an independent contractor. no employer - employee, partnership, joint - venture, or agency relationship | 436 |
services-agreements | exhibit 10. 5 support services agreement terms and conditions this agreement, made effective march 1, 2012 by and between ideal restaurant group, inc. ( client ) with its principal place of business located at 277 north avenue, suite 200, new rochelle, ny 10801 and the schooner group, llc. ( company ) with its principal place of business at 1801 mariner drive # 13, tarpon springs, fl 34689, mutually agree to the following : scope of work company will provide the following services for the fixed rate indicated in this document as part of this support services agreement : ยท company will provide the services listed in this agreement from 9 : 00 am to 4 : 30 pm, monday through friday, with the exception of authorized holidays as identified elsewhere in this agreement. ยท company will establish and maintain financial records for the client using an accounting software program to track the receipt and distribution of all funds on behalf of the client. ยท client will grant the company signature authority on all client checking accounts so that company may make appropriate payments on behalf of the client. ยท client will provide company with on - line access to all client accounts so that company may monitor such accounts for errors or unauthorized transactions. company will notify the client โ s designated contact immediately upon discovery of any transaction which it suspects to be erroneous or unauthorized. ยท company will establish and maintain a website for the client which will describe the services provided by the client and publish the contact information for the client management team. ยท company will create and publish job descriptions on the client โ s website as requested to fill job vacancies in the client โ s organization. client will comply with and provide company with all necessary information to complete these postings. ยท company will provide client and client โ s accountant with standard financial reports. ( i. e., balance sheets, income statements, general ledger reports, etc โฆ ) ยท company will establish a payroll processing agreement for the client with a major service provider such as, adp or paychex. company will submit payroll information to the vendor and will track all payroll expense through the accounting software system. this services listed above in this agreement may be amended by written addendum to include additional responsibilities and services at the mutual consent of both parties. term of the agreement the initial term of this agreement is five years. this contract shall continue on a month to month basis after the initial 60 month term during the negotiation of a renewal agreement and pricing for subsequent years. billing during this | 437 |
services-agreements | exhibit 4. 1 exhibit 4. 1 the following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations : ten com โ as tenants in common unif gift min act โ custodian ten ent โ as tenants by the entireties ( cust ) ( minor ) jt ten โ as joint tenants with right of under uniform gifts to minors survivorship and not as tenants in common act ( state ) additional abbreviations may also be used though not in the above list. for value received, hereby sell, assign and transfer unto please insert social security or other identifying number of assignee please print or typewrite name and address, including zip code, of assignee ) shares of the stock represented by the within certificate, and do hereby irrevocably constitute and appoint attorney to transfer the said stock on the books of the within named corporation with full power of substitution in the premises. dated notice : the signature to this assignment must correspond with the name as written upon the face of the certificate in every particular. without alteration or enlargement or any change whatsoever. the corporation will furnish to any stockholder, upon request and without charge, a full statement of the designations, relative rights, preferences and limitations of the shares of each class and series authorized to be issued, so far as the same have been determined, and of the authority, if any, of the board to divide the shares into classes or series and to determine and change the relative rights, preferences and limitations of any class or series. such request may be made to the secretary of the corporation or to the transfer agent named on this certificate. the signature to the assignment must correspond to the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or trust company or a member firm of a national or regional or other recognized stock exchange in conformance with a signature guarantee medallion program. columbia financial printing corp. โข www. stockinformation. com the following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations : ten com โ as tenants in common unif gift min act โ custodian ten ent โ as tenants by the entireties ( cust ) | 438 |
services-agreements | exhibit 10. 2 high power exploration inc. and ivanhoe electric inc. transition services agreement dated april 30, 2021 table of contents article 1 interpretation 2 1. 1 defined terms 2 1. 2 interpretation 3 article 2 services 4 2. 1 provision of services 4 2. 2 additional services 4 2. 3 cooperation 4 article 3 cost of services 4 3. 1 fees for services, billing and payment 4 article 4 term, termination and extension 5 4. 1 service period 5 4. 2 extension of service period 5 4. 3 termination of a service 5 4. 4 termination of agreement 5 4. 5 effects of termination of service or agreement 5 article 5 transition of services 6 5. 1 transition of services 6 5. 2 transition of ie accounts and records 6 5. 3 assignment of consulting agreements 6 5. 4 transition of software licenses 6 5. 5 hpx email accounts 7 article 6 miscellaneous 7 6. 1 further assurances 7 6. 2 entire agreement 7 6. 3 successors and assigns 7 6. 4 assignment 7 6. 5 severability 7 6. 6 governing law 7 6. 7 counterparts 7 table of contents table of contents article 1 interpretation 2 article 1 interpretation 2 1. 1 defined terms 2 1. 1 2 1. 2 interpretation 3 1. 2 3 article 2 services 4 article 2 services 4 2. 1 provision of services 4 2. 1 4 2. 2 additional services 4 2. 2 4 2. 3 cooperation 4 2. 3 4 article 3 cost of services 4 article 3 cost of services 4 3. 1 fees for services, billing and payment 4 3. 1 4 article 4 term, termination and extension 5 article 4 term, termination and extension 5 4. 1 service period 5 4. 1 5 4. 2 extension of service period 5 4. 2 5 4. 3 termination of a service 5 4. 3 5 4. 4 termination of agreement 5 4. 4 5 4. 5 effects of termination of service or agreement 5 4. 5 5 article 5 transition of services 6 article 5 transition of services 6 5. 1 transition of services 6 5. 1 6 5. 2 transition of ie accounts and records 6 5. 2 6 5. 3 assignment of consulting agreements 6 5. 3 6 5. 4 transition of software licenses 6 5. 4 6 5. 5 hpx email accounts 7 5. 5 7 article 6 miscellaneous 7 article 6 miscellaneous 7 6. 1 further assurances 7 6. 1 7 6. 2 entire agreement 7 6. 2 7 | 439 |
services-agreements | services agreement page 1 of 9 name of licensee organization โ s legal entity : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ mailing address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ email address _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ licensee federal tax id # _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( if left blank, agreement becomes a personal obligation of signer ) signature : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ name of authorized signer : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ title : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ bioinnovation labs llc signature : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ officer โ s name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ title : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ | 440 |
services-agreements | exhibit 10. 1 google services agreement company information company information company : infospace llc business contact : legal contact : technical contact : name : mike glover linda schoemaker mike glover title : president, infospace general counsel president, infospace address, city, state, postal code : 10900 ne 8th street suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 phone : 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # fax : 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # email : * * * @ * * * * * * @ * * * * * * @ * * * company : infospace llc company : infospace llc business contact : legal contact : technical contact : business contact : legal contact : technical contact : name : mike glover linda schoemaker mike glover name : name : mike glover linda schoemaker mike glover title : president, infospace general counsel president, infospace title : title : president, infospace general counsel president, infospace address, city, state, postal code : 10900 ne 8th street suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 address, city, state, postal code : address, city, state, postal code : 10900 ne 8th street suite 800 bellevue, wa 98004 th suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 th suite 800 bellevue, wa 98004 10900 ne 8th street suite 800 bellevue, wa 98004 th suite 800 bellevue, wa 98004 phone : 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # phone : phone : 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # fax : 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # 425 # # # - # # # - # # # # fax | 441 |
services-agreements | premier oil field services, inc. subscription agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, 2010 premier oil field services, inc. subscription agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, 2010 premier oil field services, inc. 270 southern drive royce city, texas 75189 ladies and gentlemen : 1. purchase of common stock. intending to be legally bound, i hereby agree to purchase _ _ _ _ _ _ _ _ shares of voting, $ 0. 001 par value common stock ( the " shares " ) of premier oil field services, inc. ( the " corporation " ) for _ _ _ _ _ _ _ _ _ _ _ _ _ _ u. s. dollars ( number of shares to be purchased multiplied by $ 0. 75 ). this offer to purchase is submitted in accordance with and subject to the terms and conditions described in this subscription agreement ( the " agreement " ). i acknowledge that the corporation reserves the right, in its sole and absolute discretion, to accept or reject this subscription and the subscription will not be binding until accepted by the corporation in writing. 2. payment. i agree to deliver to the corporation immediately available funds in the full amount due under this agreement, by cash or by certified, personal or cashier's check payable to the " premier oil field services, inc. " the money we raise in this offering before the minimum amount, $ 60, 000, is sold will be held uncashed in a company safe where the funds will be held for the benefit of those subscribing for our shares, until the minimum amount is raised at which time we will deposit them in our bank account and retain the transfer agent who will then issue the shares. the funds will not be commingled with any other monies, and if the minimum amount is not raised by the end of the offering period, january 15, 2011, all funds will be refunded immediately, without interest. 3. issuance of shares. the shares subscribed for herein will only be issued upon acceptance by the corporation as evidenced by the corporation returning to the investor an executed agreement acknowledging acceptance and upon satisfaction of the terms and conditions of the offering. 4. irrevocability ; binding effect. i hereby acknowledge and agree that the purchase hereunder is irrevocable, that i am not entitled to cancel, terminate or revoke this agreement or | 442 |
services-agreements | exhibit 10. 3 ghost technology, inc www. ghost - technology. com first draft technology service agreement between ghost technology inc. with registered offices at 20801 biscayne blvd suite 403, aventura, miami, fl 33180 usa, listed on nasdaq otcbb usa under stock symbol ghst, and represented here by its president gianfranco gracchi, who declares to be in possession of the power of attorney and authorisation of the board directors to undersign this contract, hereinafter referred to as ghost inc. and ghost technology spa with registered offices at via nino bixio no. 46, piacenza 29121 ( italy ), vat number # # # - # # # - # # # #, represented here by its sole administrator esterino castellazzi, who declares on his own responsibility to have the powers necessary to undersign the present contract, hereinafter referred to as ghost spa. provided that โ ghost inc. has purchased ownership and rights of use of the patent called โ defender โ for the us, canadian and mexican markets and intends to organize the functioning of the same in these countries, guaranteed by the patent in all its forms and measures ; โ ghost spa has purchased and developed the functioning of the defender system, through research performed in the past 8 years and a feasibility study executed by ibm, and is the exclusive agent for the operating system for the management of all operational functions of the defender patented technology ; โ the sole interest of ghost spa is to develop an operating system, implementing the technology in order to continually update the system, thus allowing ghost inc. always to obtain the best results ; โ ghost spa has no other interest other than that stated in the previous paragraph. given the above, the parties represented and identified as above, agree the following : art. 1 scope and territory of the contract ghost inc. assigns exclusive management of technical operations and any other necessary requirement for the use of the defender technology for the usa to ghost spa, for the sole purposes indicated above, and to manage the defender operational functions together. ghost spa commits exclusively towards ghost inc., or other entity indicated by ghost inc., to use the operating system in order to manage the entirety of the defender functions exclusively for the usa. art. 2 documents for the purposes described as above, the parties exchange the documents indicated as annexes to the present agreement, which form an integral part of the agreement. ghost | 443 |
services-agreements | exhibit 10. 01 agreement to render independent board member services between mr. boaz wachtel, with a registered address ( p. o. b 3577 ) herein after referred to as ( bw ) # 11 alon st, kfar netter 40593 israel and ( natur international corp., a public company incorporated under the laws of the state of wyoming, usa and with a registered address at ( jachthavenweg 124, 1081 jk amsterdam, the netherlands, herein after referred to as nic. 1. consideration. 1. consideration. 1. consideration. the board of nic has approved a resolution appointing mr. boaz wachtel ( hereinafter referred to as bw ) as independent director and board member of nic. this decision is reflected in the board resolution dated july 8, 2019. bw is willing to offer his services as independent board member. these services are described in article 2 of this agreement. the parties explicitly do not intend to conclude an employment agreement between nic and bw. bw is free to independently decide in what way he wishes to carry out the responsibilities connected to his independent board - membership. this agreement is entered into for a period of 4 years with the option for a re - assignment as independent board member for another 4 years and shall be effective as of september 1, 2019. the terms and conditions shall remain in full force and effect until terminated earlier in accordance with the provisions of this agreement ( hereinafter the โ term โ ). this agreement will stipulate the terms, arrangements and conditions for nic as well as for bw to which both parties have agreed to adhere to. 2. responsibilities 2. responsibilities 2. responsibilities a ) bw shall provide advice in his role as independent board member ( hereinafter the โ services โ ) to nic regarding the business ; a ) bw shall provide advice in his role as independent board member ( hereinafter the โ services โ ) to nic regarding the business ; a ) bw shall provide advice in his role as independent board member ( hereinafter the โ services โ ) to nic regarding the business ; b ) independent board member โ s primary role is to make the decisions according to the mandate given by the bylaws of the company and to act as a check and balance on the acts of management. an independent board member is familiar with the fundamentals of the company โ s business and be informed | 444 |
services-agreements | the parties hereby agree as follows : | 445 |
services-agreements | exhibit 10. 21 technipfmc plc - and - thierry pilenko service agreement technipfmc plc - and - thierry pilenko service agreement technipfmc plc - and - thierry pilenko service agreement technipfmc plc - and - thierry pilenko technipfmc plc - and - thierry pilenko service agreement service agreement this agreement is made on 16 january 2017 b e t w e e n : ( 1 ) technipfmc plc, a company incorporated in england and wales whose registered office is at one st paul โ s churchyard, london, ec4m 8ap ( the " company " ) ; and ( 1 ) ( 1 ) technipfmc plc, a company incorporated in england and wales whose registered office is at one st paul โ s churchyard, london, ec4m 8ap ( the " company " ) ; and technipfmc plc, a company incorporated in england and wales whose registered office is at one st paul โ s churchyard, london, ec4m 8ap ( the " company " ) ; and ( 2 ) thierry pilenko c / o one st paul โ s churchyard, london, ec4m 8ap ( the " employee " ). ( 2 ) ( 2 ) thierry pilenko c / o one st paul โ s churchyard, london, ec4m 8ap ( the " employee " ). thierry pilenko c / o one st paul โ s churchyard, london, ec4m 8ap ( the " employee " ). whereas the parties recognise that the board of directors of technip s. a. ( " technip " ) have appointed the employee as chairman and chief executive officer and as a director of technip with a current term through april 2019, and with a remunerated two - year non - competition period applying at the end of the employee โ s service with technip ; whereas the company โ s compensation committee will review all executive employment arrangements following the consummation of the mergers ( as such term is defined in the business combination agreement ( as amended ) dated 14 june 2016 between fmc technologies, inc., technipfmc limited, technip s. a., technipfmc us merger sub llc, technipfmc us holdings llc, and technipfmc holdings limited ) ( the " bca " ) and the parties contemplate entering into new employment arrangements upon completion of such review ; whereas the parties have agreed | 446 |
services-agreements | exhibit 10. 1 rga enterprise services company private & confidential june 23, 2023 tony cheng via email re : transfer to chesterfield, mo, usa dear tony, the purpose of this letter is to outline the support that will be provided to you as you transfer employment from rga reinsurance company hong kong branch ( โ rga hk โ ) to rga enterprise services company ( โ rga us โ ). tentatively set for july 14, 2023, the actual effective date of your transfer is contingent on you obtaining the necessary immigration documents required for you to live and work in the united states ( refer to section 7 below ). as described in more detail below. your employment with rga hk will terminate upon the effective transfer to rga us. accordingly, for the purposes of this document, โ effective date โ refers to the date in which these requirements have been satisfied and you have been successfully added to rga us payroll, as determined by rga us. until then you will remain on your current pay and benefits package in hong kong. the terms of this offer are as follows : 1. original hire date โ your original hire date of august 25, 1997, shall remain unchanged for the purposes of internal recognition. 2. benefits eligibility โ on the effective date, you will become eligible for coverage under the rga us โ s retirement and benefits programs. details regarding this coverage will be provided to you under separate cover. note that your service as an employee of rga hk will be recognized for any vesting or eligibility requirements assigned to these programs. your enrollment in the rga hk group insurance schemes and all other benefits related to your employment with rga hk will be discontinued on the effective date. your membership under the rga hk pension scheme will cease as of the effective date. both your and rga hk โ s contributions will be made until the effective date. information regarding the withdrawal of your vested benefits will be provided by rga hk hr. 3. accrued vacation time โ in accordance with rga hk, any vacation accrued but not yet taken prior to the effective date will be paid out to you on your final pay from rga hk. you will then join the rga us paid time off ( pto ) plan on the effective date, prorated in 2023 based on the effective date. note : refer to โ tax equalization โ below for details on the tax treatment of your accrued vacation payout. 16600 swingley ridge road, | 447 |
services-agreements | exhibit 10. 2 addendum to the agreement between ge healthcare and lifepoint contract no. this addendum modifies the above - referenced agreement as set forth below, and, except as modified in this addendum, the agreement shall go into full force and effect as originally written. unless otherwise indicated, all terms used herein shall have the meaning ascribed to them in the agreement. in consideration of the promises and covenants below and in the agreement, the parties agree to modify the agreement as follows : standard terms and conditions - sales and service term a new section is added with the heading above and the following text : the term of this agreement is extended from the current expiration date of march 31st, 2008 to the new expiration date of june 30th, 2012. the changes provided in this addendum are effective july 1st, 2007. alternate imaging program a new section is added with the heading above and the following text : all terms and conditions of the lifepoint choice program apply to the facilities participating in the alternate imaging program, except for the changes outlined below : โ minimum coverage of preventative maintenance ( pm only ) is required for all imaging equipment, including both ge and multi - vendor equipment, as well as end of product life ( eopl ) equipment โ diagnostic imaging equipment in the mr, ct and cath / vascular modalities will be covered at the full service level, excluding tubes and image intensifiers. non - ge equipment in mr, ct and cath / vascular products will be covered at the full service level, including tubes and image intensifiers, if elected and identified on schedule a โ all x - ray tubes for ge imaging equipment will be provided under ge โ s glasspro program, as defined below and provided for in the glasspro service offering โ service for peripheral equipment ( laser cameras, paxports, injectors ) are optionally included, if indicated on schedule a โ labor rates for hourly billed service ( hbs ) rates will be consistent with the rates charged under the lifepoint choice program ; ge healthcare will have the option to provide all corrective maintenance for equipment covered under pm only coverage, excluding eopl equipment. โ facilities listed below participating in the alternate imaging program may transition to the choice program at any time during the term of this agreement with appropriate notice to ge โ expenses for ct equipment will be capped as indicated on schedule a. ge proprietary and confidential 1 exhibit 10. 2 addendum to the | 448 |
services-agreements | exhibit 10. ( b ) prepared outside the commonwealth of virginia by : seyfarth shaw llp 1075 peachtree street, n. e. suite 2500 atlanta, georgia 30309 - 3962 attention : james h. kaminer, jr., esq. prudential deal name : clarendon center prudential loan number : 706108495 rpc nos. : 18012004 and 18013011 upon recordation return to : commonwealth land title insurance company 1015 15th street, nw suite 300 washington, dc 20005 attn : david p. nelson clarendon center llc, as grantor ( borrower ) to lawyers title realty services, inc., as trustee ( trustee ) for the benefit of the prudential insurance company of america, as beneficiary ( lender ) deed of trust, security agreement and fixture filing 3000 wilson boulevard, 3030 clarendon boulevard, and 1200 n. garfield street arlington, virginia this deed of trust, security agreement and fixture filing ( this โ deed of trust โ ), securing the principal sum of $ 125, 000, 000, is a permanent loan deed of trust being recorded within three years after the recording of the construction loan deed of trust encumbering the same real property, which construction loan deed of trust secured the principal sum of $ 157, 500, 000 and was recorded may 14, 2008 in deed book 4189 at page 1758 among the land records of arlington county, va, with recordation tax having been paid on such principal sum of $ 157, 500, 000. accordingly, pursuant to section 58. 1 - 804 ( c ) of the code of virginia, this deed of trust is exempt from recordation tax. table of contents page page article i - obligations section 1. 01 obligations section 1. 02 documents article ii - representations and warranties section 2. 01 title, legal status and authority section 2. 02 validity of documents section 2. 03 litigation section 2. 04 status of property section 2. 05 tax status of borrower section 2. 06 bankruptcy and equivalent value section 2. 07 disclosure section 2. 08 illegal activity section 2. 09 ofac lists section 2. 10 property as single asset article iii - covenants and agreements section 3. 01 payment of obligations section 3. 02 continuation of existence section 3. 03 taxes and other charges section 3. 04 defense of title, litigation and rights under documents section 3. 05 compliance | 449 |
services-agreements | exhibit 10. 3 exhibit 10. 3 madrid, january 26th, 2021 the parties i. on the one part, zardoya otis, s. a., a company with registered office at calle golfo de salonica 73, 28033 madrid, and tax identification number ( nif ) a - 28011153. it is registered with the commercial registry of madrid, at tomo 251, folio 70, hoja 6896. this party is represented by ms. lorea garcia jauregui, holding spanish identity card number * * * *, who is authorised to enter into this contract. this party shall be hereinafter referred to as the โ company โ. on the one part, ii. on the other part, mr. bernardo calleja fernandez, of legal age, of spanish nationality, with professional address at calle golfo de salonica 73, 28033 madrid and with spanish id card number * * * *. this party shall be hereinafter referred to as โ mr. calleja โ. on the other part, the company and mr. calleja will be jointly referred to as the โ parties โ and each of them individually and indistinctly as a โ party โ. whereas i. mr. calleja initiated an employment relationship with the company on 6 september 1989 ( the โ employment relationship โ ) ; mr. calleja initiated an employment relationship with the company on 6 september 1989 ( the โ ii. on 28 february 2012, mr. calleja was appointed as a member to the board of directors of the company ( the " board of directors " ) and, subsequently, as managing director ( consejero delegado ). on 28 february iii. on 3 june 2015 the parties confirmed their agreement to suspend the employment relationship effective from 28 february 2012 for the tenure of mr. calleja as managing director ( consejero delegado ) of the company, and entered into a contract to reflect these functions. on 3 june 2015 the parties confirmed their agreement to suspend the employment relationship effective from 28 february 2012 for the tenure of mr. calleja as managing director ( iv. on march 20th, 2019, mr. calleja was appointed as chairman of the board of directors. on march 20 v. effective as from 3 november 2020, mr calleja was appointed as president otis emea and member of the executive leadership group which employment relationship | 450 |
services-agreements | exhibit 10. 1 ptc services agreement this agreement is made as of april 22, 2016 ( the โ effective date โ ) between ptc therapeutics, inc. ( โ ptc โ ) and spiegel consulting llc ( the โ consultant โ ). whereas, robert j. spiegel m. d., facp ( โ dr. spiegel โ ), consultant โ s principal, has served as an employee of ptc until the effective date, under the employment agreement dated as of january 23, 2014 between ptc and the consultant ( the โ employment agreement โ ) ; whereas, the parties mutually desire to transition dr. spiegel to a consultant role for ptc as of the effective date, in accordance with section 2. e. of the employment agreement, and so the employment agreement is being terminated by separate document effective as of the effective date of this agreement ; and wheras, the purpose of this agreement is to confirm the parties โ understanding with respect to ( i ) consultant โ s rendering consulting services to ptc in exchange for the consideration as further described in this agreement, and ( ii ) consultant โ s obligations to protect information and property which is confidential and proprietary to ptc. now therefore, ptc and consultant agree as follows : services consultant shall perform the following services for ptc ( the โ services โ ), ensuring that dr. spiegel will be available and perform services on a schedule equivalent to 2. 5 full - time days per week ( adjustable subject to the good - faith agreement of the parties ), to fulfill all obligations of consultant hereunder : serve as an advisor / consultant for ptc, performing tasks reasonably requested by ptc in connection with his area of expertise, including without limitation : ยท represent ptc in meetings with health and regulatory authorities, scientific meetings, and kol interactions. ยท support ptc โ s dmd & cf regulatory filing and launch activities. ยท work with ptc โ s med affairs, commercial, and business development groups to identify high impact activities. ยท continue to โ mentor โ and support tuyen ong as cmo ยท continue to chair ptc โ s ptc596 team and serve as ptc โ s internal oncology expert. ยท provide input on and assist with execution of ptc โ s clinical and regulatory strategy related to translarnatm ( ataluren ). consultant shall also provide such other services as the parties may mutually agree. consultant represents that dr | 451 |
services-agreements | exhibit 10. 1 consultancy services agreement between neurobiological technologies, inc., 115 river road ( suite 171 ), edgewater, nj 07020 ( hereinafter referred to as โ nti โ ) and โ s & p โ pharmatest management gmbh, hasenheide 54, d - 10967 berlin ( hereinafter referred to as โ s & p โ ) content introduction nature of relationship ยง 1 object, scope ยง 2 obligations of s & p ยง 3 obligations of nti ยง 4 compensation, payments and payments schedule ยง 5 intellectual property ยง 6 confidentiality ยง 7 term, termination ยง 8 force majeure ยง 9 miscellaneous appendix a revised price estimation appendix b payment schedule for โ s & p โ services appendix c payment schedule of pass - through - costs for travelling and communication page 1 concerning the conduct of clinical studies ( hereinafter referred to as โ agreement โ ) between neurobiological technologies, inc., 2000 powell street, suite 800, emeryville, california 94608 and, at 115 river road ( suite 171 ), edgewater, nj 07020 ( hereinafter referred to as โ nti โ ) and โ s & p โ pharmatest management gmbh, hasenheide 54, d - 10967 berlin ( hereinafter referred to as โ s & p โ ) ( nti and s & p hereinafter together referred to as the โ parties โ and individually as a โ party โ ) introduction whereas, nti is engaged in the research, development, manufacture and future marketing of pharmaceutical products ; whereas, s & p is active in the business of consultancy services in clinical trials management, in particular in designing, setting up, projects management, site management, and monitoring relating to clinical trials ; whereas, nti wishes to retain s & p to conduct certain consultancy services on product development activities under protocol number : nti - asp - 0502 : study of acute viprinexโข for emergency stroke : a randomized, double - blind, placebo - controlled study of ancrod ( viprinexโข ) in subjects beginning treatment within 6 hours of the onset of acute, ischemic stroke ; and protocol number : nti - asp - 0503 : asp - ii ( ancrod in stroke program - ll ) : a randomized, double - blind, placebo - controlled study of ancrod ( | 452 |
services-agreements | exhibit 10. 1 ezcorp announces new agreement to acquire value financial services austin, texas ( september 16, 2008 ) ยพ ezcorp, inc. ( nasdaq : ezpw ) announced today that it has entered into a new merger agreement to acquire 100 % of the equity ownership of value financial services, inc ( โ value โ ). the agreement is a successor to negotiations between the companies that were terminated on august 8, 2008, and then recommenced in late august. in the merger agreement, ezcorp agrees to exchange three - quarters of a share of ezcorp โ s class a non - voting common stock ( โ ezpw โ ) for each of the approximate 6, 646, 000 shares of value โ s common stock. ezcorp also agrees to pay cash consideration of $ 11. 00 per share in lieu of ezpw shares for up to 20 % of the outstanding value shares. assuming today โ s ezpw closing price of $ 16. 35 and that 20 % of the value shares are acquired with cash, the purchase price will be approximately $ 115. 9 million plus potential contingent payments. this purchase price is comprised of $ 79. 8 million paid to value shareholders, assumption of estimated debt of $ 35. 3 million and estimated transaction costs of $ 0. 8 million. assuming 20 % of value shares are acquired for cash, the consideration paid to value financial services shareholders will be comprised of $ 14. 6 million cash and the issuance of approximately 3, 988, 000 shares of ezpw. the final purchase price will depend on the closing market price of ezpw on the day prior to closing plus any subsequent contingent payments as described in the merger agreement. the transaction is expected to close by december 31, 2008. the agreement provides for a $ 5 million break up fee payable to ezcorp, should the transaction fail to close due to certain conditions including the failure of value โ s shareholders to approve the deal. value currently operates 67 pawnshops : 60 in florida, four in tennessee and three in georgia. ezcorp โ s president and chief executive officer, joe rotunda, stated, โ i am delighted that we have agreed to terms on this acquisition that are a win for both shareholder groups. the structure of the transaction allows us to move forward with a conservative capital structure and the flexibility to take advantage of future opportunities. โ โ after closing this transaction, we will become the | 453 |
services-agreements | exhibit 10. 1 investor relations consulting agreement this investor relations consulting agreement for investor relations services ( this โ agreement โ ) is entered into as of february 2, 2012, by and between coates international ltd. ( the โ company โ ), and atg inc ( โ ir consultant โ ). conditions. this agreement will not take effect, and ir consultant will have no obligation to provide any service whatsoever, unless and until company returns a signed copy of this agreement to ir consultant ( either by email or facsimile copy ). company shall be truthful with ir consultant in regard to any relevant material regarding company, verbally or otherwise, or this entire agreement will terminate and all monies paid shall be forfeited without further notice. company initials : / s / g. j. c. upon execution of this agreement, company agrees to cooperate with ir consultant in carrying out the purposes of this agreement, keep ir consultant informed of any developments of importance pertaining to company โ s business and abide by this agreement in its entirety. retention. the company hereby retains the ir consultant during the consulting period ( as defined in section 2 below ), and ir consultant hereby agrees to be so retained by the company and to provide the services to the company, all upon to the terms, provisions and conditions set forth in this agreement. consulting period. the period of the engagement of the ir consultant hereunder shall commence on february 6, 2012 and terminate on august 5, 2012. duties of ir consultant. during the consulting period, the ir consultant shall be retained by company as its investors relations consulting firm to perform the following services for company : 3. 1 general optional financial media relations menu services. strategic planning and partnering licensing agreements and marketing promotions of the featured company. ( ii ) review and rewrite [ if necessary ] of company issued press releases, provided, however, that company must agree with and approve all changes prior to release. ( iii ) assistance in distribution of company news as appropriate and in concert with milestones and newsworthy events [ dow, bloomberg, reuters, et. al ]. ( iv ) distribute company news and relevant information to market makers, financial media, selected internet stock pages / threads and otc analyst community ( with radio show ). 3. 2 news print dissemination. all newsworthy items and press releases shall be delivered to fifty - five individuals associated with newspapers, magazines and other printed material. ( ii ) ir consultant possesses valued relationships with major newspapers, | 454 |
services-agreements | service agreement party a : china new energy ( investment ) co., ltd. party b : tang zhixiang party a is the shareholder of beijing century dadi gas engineering co., ltd. โ the controlling shareholder of tianjin dadi friendship technology development co., ltd. party b is the shareholder of beijing century dadi gas engineering co., ltd. โ the controlling shareholder of tianjin dadi friendship technology development co., ltd. โ the actual controller of beijing fengyin xianghe scientific technology co., ltd. through friendly negotiation, both party a and party b reach the following agreement on disposing 40 % equities of beijing fuhua dadi gas co., ltd. owned by beijing century dadi gas co., ltd. : i. party a authorizes party b to handle issues related to disposing 40 % equities of beijing fuhua dadi gas co., ltd. owned by beijing century dadi gas engineering co., ltd., including negotiations, signing agreement and equity transfer, etc. ii. party a and b agree to determine the consideration of 40 % equity hereof not less than rmb 40 million ๏ผ, 000, 000. 00 ๏ผ ( including previous shareholder loans ) ; if the consideration would be less than the above consideration, party b should not be approved to proceed to transfer the above 40 % equities. iii. party a agrees to pay party b the service fee totaled rmb 8 million after party b completes the 40 % equity transfer. the service fee includes administrative fees and fees paid for other related companies in order to close the transaction. iv. after completing 40 % equity disposal of fuhua, party b and beijing fengyin xianghe company shall not raise any other requirements concerning the project hereof. v. in the process of disposing 40 % equities of fuhua, party b shall submit all the documents in advance for party a โ s approval before executing. vi. before completing 40 % equity disposal of fuhua, all of the financial transactions, debts and claims between fuhua dadi and century dadi shall be liquidated. vii. after completing 40 % equity disposal of fuhua, the whole staff of fuhua shall remain as the current status. party a : china new energy ( investment ) co., ltd. party b : tang zhixiang date : date : | 455 |
services-agreements | exhibit 10. 1 san diego gas & electric company standard service agreement for labor and / or services project : appliance recycling program mail original and duplicate invoice to contractor : appliance recycling centers of america, inc. san diego gas & electric company 7400 excelsior blvd accounts payable minneapolis, minnesota 55426 p. o. box 129007 san diego, ca 92112 project : project : appliance recycling program appliance recycling program mail original and duplicate invoice to mail original and duplicate invoice to contractor : contractor : appliance recycling centers of america, inc. appliance recycling centers of america, inc. san diego gas & electric company san diego gas & electric company 7400 excelsior blvd 7400 excelsior blvd accounts payable accounts payable minneapolis, minnesota 55426 minneapolis, minnesota 55426 p. o. box 129007 san diego, ca 92112 p. o. box 129007 san diego, ca 92112 this standard service agreement ( this โ agreement โ ) is made effective as of 5 / 24 / 2006 between san diego gas & electric company ( โ company โ ) and appliance recycling centers of america, inc. ( โ contractor โ ). the parties hereby agree as follows : scope contractor shall perform, at its own proper cost and expense, in the most substantial and skillful manner, to the satisfaction of company, the following generally described services : contractor shall recycle the inventory of inefficient refrigerators, freezers and room air conditioners within company โ s service territory ( โ work โ ) in accordance with the appliance recycling program described in schedule d - concept papers ( โ program โ ). the work, including the scope of work, specifications, schedule of milestones and deliverables, and performance standards, is more fully described in schedule b - 2006 - 2008 appliance recycling centers of america - appliance recycling program scope of work. project location san diego gas & electric company service territory authorized representatives company designates the individual or individuals named below as company representatives for all matters relating to the performance of the work. the actions taken by the company representatives shall be deemed acts of the company. company may at any time upon written notice to contractor change the designated company representative. company representative : kurt kaufman contractor designates the individual or individuals named below as contractor representative for all | 456 |
services-agreements | 1 1 between a. assignment to the host company assignment to the host company i. host conditions host conditions with effect from 1 january 2021 until 31 december 2021 the assignee will be assigned to linde plc, the priestley centre, 10 priestley road, the surrey research park, guildford, surrey gu2 7xy, united kingdom ( the host company ) with the host location at linde, inc., 10 riverview dr., danbury, ct 06810, usa. during the assignment the assignee shall serve as the host company โ s chief operating officer ( coo ), directly reporting to the host company โ s chief executive officer ( ceo ). i. home conditions home conditions on completion or termination of the assignment, the assignee will revert to the terms and conditions of employment as per the service contract in place before the assignment ( unless localised terms or further assignment terms are agreed ). required immigration / work permit i. general rule general rule the assignee is obliged to apply for the required work permit, visa and other authorisations which may be necessary immediately. the same applies for all necessary extensions of these documents. if there is a delay to these formalities, it may be necessary to change the proposed commencement date. i. procedure procedure any residency or work permit required shall be applied by the assignee with the assistance of the designated immigration provider. the host company will bear the costs of procuring all necessary papers for entry into and residency in the host country. in the case that the assignee will not agree to this procedure the company reserves the right to cancel the assignment prior to the estimated end date. a. assignment duration assignment duration 2 2 i. period period the assignment is expected to be for one year from the date of the actual commencement ( see ยง 1. 1 ). however, this period may be extended subject to mutual agreement between the assignee, the company and host company. i. impairment of performance impairment of performance the company reserves the right to call the assignee back before the planned assignment end date if required ( e. g. political unrest, business reasons to a great extent ). the company also reserves the right to require the assignee to undertake other duties which may reasonably be required. these duties would consider the nature and status of the role of appointment, qualifications and experience. if it is necessary to end an assignment ahead of the planned end date the company will give three months โ notice of the impending | 457 |
services-agreements | exhibit 10. 2 service agreement this service agreement ( this โ agreement โ ) has been made and entered into by and between link bit consulting co., ltd. ( the โ customer โ ), and umajin co., ltd. ( the โ service provider โ ), as follows. article 1. entrustment of services the customer entrusts the service provider with the services specified in article 2 ( the โ entrusted services โ ) and the service provider accepts the entrustment. article 2. services the entrusted services shall be as follows : ( 1 ) matters related to gathering and providing horserace information. ( 1 ) matters related to gathering and providing horserace information. ( 1 ) matters related to gathering and providing horserace information. interviews in areas relating to horse racing image materials relating to horse racing information on races held and managing the database thereof services relating to the forgoing ( 2 ) matters related to web page contents and e - mail magazines ( 2 ) matters related to web page contents and e - mail magazines ( 2 ) matters related to web page contents and e - mail magazines and supervising web pages and e - mail magazines e - mail magazines texts for web page contents article 3. term the effective term of this agreement shall be from november 1, 2015, to october 31, 2016. if neither party expresses a specific intention at least three months prior to the expiration of the term, this agreement shall be extended for an additional one - year period with the same conditions, and the same shall apply thereafter. article 4. service fees the service fees shall be as follows the fee for service prescribed in paragraph in article2 ( 1 ) shall be 16 million yen per month ( inclusive of consumption tax ). the fee for service prescribed in paragraph in article2 ( 2 ) shall be 7 million yen per month ( inclusive of consumption tax ). the total 23million yen per month ( inclusive of consumption tax. ) the customer shall pay the fees for each month by the end of the following month by remittance to the account designated by the service provider. 1 1 1 1 article 5. expenses expenses necessary for the performance of the entrusted services shall be borne in principle by the service provider. article 6. reporting 1. the service provider shall report on the entrusted matters to the customer on a weekly basis. 1. the service provider shall report on the entrusted matters to the customer on a weekly basis. 1. the service | 458 |
services-agreements | exhibit 10. 3 intercompany business services agreement dated december 30, 2016 by and between advantage insurance services llc and advantage insurance inc. advantage business insurance company i. i. advantage international bank corp. advantage life assurance i. i. advantage life puerto rico a. i. u. s. commonwealth life, a. i. those other parties executing an execution supplement from time to time 1 1 1 1 this intercompany business services agreement ( โ agreement โ ) is made the 30th day of december 2016 with effect from january 1, 2016. by and between, advantage insurance services llc, a limited liability company organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico 00918 ( โ ais โ ) ; and advantage insurance inc., a company organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico 00918 ( โ aii โ ) ; advantage life assurance i. i., an international stock insurer organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico, 00918 ( โ alai โ ) ; advantage life puerto rico a. i., an international stock insurer organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico, 00918 ( โ alpr โ ) ; advantage business insurance company i. i., an international stock insurer organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico, 00918 ( โ abic โ ) ; u. s. commonwealth life, a. i., an international stock insurer organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz rivera avenue, suite 710, san juan, puerto rico, 00918 ( โ uscl โ ) ; advantage international bank corp., an international financial entity organized under the laws of the commonwealth of puerto rico and having its principal place of business at american international plaza, 250 munoz | 459 |
services-agreements | exhibit 10. 6 payplant client agreement this payplant client agreement is entered into by and between ( 1 ) sysorex, inc., a nevada corporation ( โ sysorex โ ), and successor - in - interest by merger to inpixon usa, a california corporation, with offices at 2479 east bayshore road, suite 195, palo alto, ca 94303, and sysorex government services, inc., a virginia corporation, with offices at 2479 east bayshore road, suite 195, palo alto, ca 94303 ( โ sgs โ and together with sysorex, jointly and severally, the โ client โ ) and ( 2 ) payplant llc a delaware limited liability company, with an address of 2625 middlefield road # 595, palo alto, ca 94306, on 31 august 2018. preface a. this agreement sets forth the understandings of the parties with respect to : posting procedures and client โ s additional representations and warranties at time of posting ; ( iii ) payplant โ s right to direct debtors to pay collection proceeds into the lockbox account ; ( iv ) other covenants with respect to funds held on deposit in the lockbox account ; ( v ) consummation of sales of purchased receivables ; ( vi ) the true sale effects of such sales ; ( vii ) client fees and client reimbursable expenses ; ( viii ) provisions applicable to charge backs and credit adjustments to client โ s receivables ; ( ix ) client โ s obligation to assist in the collection of receivables ; ( xii ) client remittance payments ; ( x ) client โ s repurchase obligations ; ( xi ) client late charges ; ( xii ) the potential personal liability of client key principals for certain acts ; ( xiii ) client โ s grant of a security interest in client โ s receivables and other client collateral ; ( xiii ) termination of client โ s registration rights ; ( xiv ) provisions relating to referrals ; and ( xv ) such other matters as included therein. agreement for good and valuable consideration client absolutely, unconditionally and irrevocably agrees to the following : section 1. applicability this agreement shall apply to all matters relating to client โ s sale of receivables to payplant. section 2. accuracy of data ; authority to provide debtor information client shall be solely | 460 |
services-agreements | exhibit 10. 1 medical services agreement this medical services agreement ( โ agreement โ ) is made and entered into on january 6th by and between albitar oncology consulting, llc, a delaware limited liability corporation ( โ medical group โ ), with its mailing address at 27165 kiavo drive, valley center, ca 92082 and neogenomics laboratories, inc., a florida corporation ( โ neogenomics โ ). recitals whereas, neogenomics operates a clinical laboratory, licensed in accordance with the california business and professions code, sections 1200 et. seq. and the regulations adopted pursuant thereto, and the clinical laboratory improvement amendments of 1988 ( 42 u. s. c. ยง 263a ) and the regulations adopted pursuant thereto ( โ clia โ ), located at 6 morgan, suite 150, irvine, california 92618 ( the โ laboratory โ ), in which it performs the technical component of certain high - complexity pathology tests ( โ diagnostic tests โ ), and whereas, neogenomics requires the professional services of medical group and desires to engage medical group to render and perform the professional component of the diagnostic tests through the services of one or more physicians who are licensed and legally authorized to render such professional services in the state of california, and whereas, medical group employs maher albitar, m. d., who is licensed and authorized to practice medicine in the state of california ( โ physician โ ) and is trained, experienced and board - certified in the field of pathology, and medical group is willing to provide the professional expertise and experience through its physician in those areas required or desired by neogenomics ; and whereas, medical group is solely owned by the physician and is expected to be solely owned by the physician during the term of this agreement ; and whereas, neogenomics desires to contract with medical group for the rendition and performance of the professional component of the diagnostic tests, the management of certain new product development and clinical trial activities, and the provision of medical administrative services, as more fully described in this agreement, and medical group agrees to render and perform such services on an independent contractor basis to neogenomics, on the terms and conditions set forth in this agreement ; and whereas, medical group desires to engage the services of neogenomics to provide management services in the manner hereinafter stated, and neogenomics agrees to provide such management services, on the terms and conditions stated in this agreement. now, therefore, | 461 |
services-agreements | exhibit 10. 1 master services agreement this master services agreement ( the โ agreement โ ) is entered into to be effective as of january 1, 2016 ( the โ effective date โ ), by and between inovalon, inc., a delaware corporation, for its own behalf and on behalf of each of its affiliates ( collectively โ inovalon โ ), and triple - s advantage, inc., administered by triple - s advantage solutions, inc. ( โ tsa โ ) ( collectively, โ client โ ). recitals a. inovalon is a provider of data - driven solutions for the assessment and improvement of clinical and quality outcomes, care management, and financial performance across the healthcare community. amongst other solution suites, inovalon provides a suite of technology - enabled solutions designed to enhance clients โ member disease and co - morbidity identification, encounter facilitation, assessment, data accuracy, documentation, care coordination, decision support, and disease management so as to achieve a broader set of goals inclusive of improving quality of care, clinical outcomes, cost reduction, data accuracy improvement, and clarification of disease and co - morbidity, capitated, and risk - adjusted reimbursement information on behalf of client. a. inovalon is a provider of data - driven solutions for the assessment and improvement of clinical and quality outcomes, care management, and financial performance across the healthcare community. amongst other solution suites, inovalon provides a suite of technology - enabled solutions designed to enhance clients โ member disease and co - morbidity identification, encounter facilitation, assessment, data accuracy, documentation, care coordination, decision support, and disease management so as to achieve a broader set of goals inclusive of improving quality of care, clinical outcomes, cost reduction, data accuracy improvement, and clarification of disease and co - morbidity, capitated, and risk - adjusted reimbursement information on behalf of client. a. inovalon is a provider of data - driven solutions for the assessment and improvement of clinical and quality outcomes, care management, and financial performance across the healthcare community. amongst other solution suites, inovalon provides a suite of technology - enabled solutions designed to enhance clients โ member disease and co - morbidity identification, encounter facilitation, assessment, data accuracy, documentation, care coordination, decision support, and disease management so as to achieve a broader set of goals inclusive of improving quality of care | 462 |
services-agreements | exhibit 10. 7 inspired gaming uk limited ( registered number # # # - # # # - # # # # ) 3 the maltings, wetmore road, burton on trent, staffordshire de14 1se lee gregory 8 crofters view little wenlock shropshire tf6 5ay 6 july 2010 dear lee, service agreement between inspired gaming uk limited ( the " company " ) and lee gregory dated 1 october 2008 ( the " service agreement " ) we refer to the service agreement and hereby propose that with immediate effect, the service agreement be amended to the extent that : 1. clause 2. 2 shall be deleted and replaced with a new clause 2. 2 as follows : 1. clause 2. 2 shall be deleted and replaced with a new clause 2. 2 as follows : 1. clause 2. 2 shall be deleted and replaced with a new clause 2. 2 as follows : " the employment of the executive shall ( subject to clause 16 ) be for an indefinite period. it shall be terminated by the company giving not less than 12 months'notice in writing to the executive or by the executive giving not less than 12 months'notice in writing to the company. " 2. clause 17 shall be deleted and replaced with a new clause 17 as follows : 2. clause 17 shall be deleted and replaced with a new clause 17 as follows : 2. clause 17 shall be deleted and replaced with a new clause 17 as follows : " the company may terminate the executive's employment, on the grounds of retirement, on the company's normal retirement age, which for the time being is age 65 years. this clause 17 does not affect any statutory right the executive may have to make a request to continue the employment beyond the company's normal retirement age but no agreement pursuant to such statutory right whereby the executive will work beyond the company's normal retirement age will affect the company's normal retirement age. " 3. clause 24 shall be amended by the deletion of the words " part xxvi of the companies act 1985 " in the second line of the first paragraph which shall be replaced with the words " the companies act 2006 ". 3. clause 24 shall be amended by the deletion of the words " part xxvi of the companies act 1985 " in the second line of the first paragraph which shall be replaced with the words " the companies act 2006 ". 3. clause 24 shall be amended by the deletion of the words " part xxvi | 463 |
services-agreements | exhibit 10. 4 checkfree services corporation electronic commerce service agreement * this electronic commerce service agreement ( โ agreement โ ) is made by and between checkfree services corporation ( โ checkfree โ ), a delaware corporation, with its principal office at 4411 east jones bridge road, norcross, georgia 30092, and digital insight corporation ( โ reseller โ ), with its principal office at 26025 mureau road, calabasas, california 91302, and is as follows : 1. scope of agreement. the purpose of this agreement is to enable reseller to resell checkfree โ s services in connection with other services offered by reseller to its client base in the united states. the โ service โ or โ services โ are checkfree โ s bill payment services ( that represent a nationwide system for consolidating bill payments into the appropriate remittance data, both paper and electronic, for merchants / billers ) and bill delivery services ( that represent a nationwide electronic bill delivery system for the delivery of consumer bills via the internet ) as further described in schedule a. a โ client โ is a financial institution or other entity that utilizes the services offered by reseller for the initiation of electronic banking transactions and / or electronic bill payments by the client โ s users, and that has entered into a contract with reseller pursuant to which the client will receive services through reseller. a โ user โ is the depositary customer of client, normally, but not always, a consumer account holder of the client, who has completed an application, been approved and been activated to receive the services through checkfree, and generates electronic bill payments through reseller. while a client is under contract with reseller for certain services pursuant to this agreement, checkfree will have no direct contractual relationship for such services with such individual client. this agreement represents a master agreement between reseller and checkfree for services, and reseller will establish and manage the relationships with its clients and users. 2. term of agreement. 2. 1 this agreement shall be effective as of september 8, 2004 ( โ effective date โ ) and shall remain in force for a period of three ( 3 ) years ( โ initial term โ ) ; and shall automatically renew and extend for successive one ( 1 ) year terms, commencing at the conclusion of the initial term or any renewal term, unless contrary notice in writing is given by reseller or checkfree at least one hundred eighty ( 180 ) days prior to termination | 464 |
services-agreements | equipment rental and personnel services agreement the undersigned : 1. sonicsampdrill b. v. ( hereinafter โ ssd โ ) with registered office at the address uitmaat 8, 6987 er giesbeek, the netherlands ; 1. sonicsampdrill b. v. ( hereinafter โ ssd โ ) with registered office at the address uitmaat 8, 6987 er giesbeek, the netherlands ; and 2. minatura gold, a nevada corporation, ( hereinafter โ minatura โ ) with registered office at the address 215 lyon drive, po box 2590, fernley nv 89408, united states of america ; 2. minatura gold, a nevada corporation, ( hereinafter โ minatura โ ) with registered office at the address 215 lyon drive, po box 2590, fernley nv 89408, united states of america ; now hereby agree as follows : 1. subject minatura wishes to make use of rental equipment, supplies and personnel and ssd wishes to furnish such rental equipment, supplies and personnel, as described by globalsonicsampling letter ( hereinafter : โ the letter โ ), ( dated : los angeles, 18 december 2009, reference : 091218, subject : sampling project colombia ) sufficiently familiar to parties at the prices set forth in the letter. the letter forms an integral part of this agreement and is attached hereto. 2. duration & title 1. this agreement concerning the rental of goods and services is for an initial period of three months, starting from the date of arrival of the equipment at the project site, with an unilateral option to extend for an additional three months if so desired by minatura. 1. this agreement concerning the rental of goods and services is for an initial period of three months, starting from the date of arrival of the equipment at the project site, with an unilateral option to extend for an additional three months if so desired by minatura. 2. this agreement does not constitute any transfer of title of the equipment to minatura, unless the option to purchase as set forth in the letter is activated by minatura in writing and the corresponding purchase price is paid in full to ssd. 2. this agreement does not constitute any transfer of title of the equipment to minatura, unless the option to purchase as set forth in the letter is activated by | 465 |
services-agreements | ms hereby agrees that its obligations hereunder with respect to each letter of credit shall be unconditional and will not be discharged except by complete payment of the amounts payable under such letter of credit, irrespective of any claim as to such letter of credit โ s validity, regularity or enforceability or the lack of authority of mscs to execute or deliver such letter of credit ; or any change in or amendment to such letter of credit ; or any waiver or consent by beneficiary with respect to any provisions thereof ; or the absence of any action to enforce such letter of credit, or the recovery of any judgment against mscs or of any action to enforce a judgment against mscs under the letter of credit ; any similar circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor generally. ms hereby waives diligence, presentment, demand on mscs for payment or otherwise ( except as provided hereinabove ), filing of claims, requirement of a d - 1 prior proceeding against mscs and protest or notice, except as provided for in any letter of credit with respect to amounts payable by mscs thereunder. if at any time payment under any letter of credit is rescinded or must be otherwise restored or returned by beneficiary upon the insolvency, bankruptcy or reorganization of mscs or ms or otherwise, ms's obligations hereunder with respect to such payment shall be reinstated upon such restoration or return being made by beneficiary. ms represents to beneficiary as of the date hereof : 1. it is duly organized and validly existing under the laws of the jurisdiction of its incorporation and has full power and legal right to execute and deliver this guarantee and to perform the provisions of this guarantee on its part to be performed ; 2. its execution, delivery and performance of this guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of its certificate of incorporation or by - laws or any law, regulation or contractual restriction binding on it or its assets ; 3. all consents, authorizations, approvals and clearances ( including, without limitation, any necessary exchange control approval ) and notifications, reports and registrations requisite for its due execution, delivery and performance of this guarantee have been obtained from or, as the case may be, filed with the relevant governmental authorities having jurisdiction and remain in | 466 |
services-agreements | exhibit 10. 2 agreement for service this agreement for service ( this " agreement " ) dated this 1st day of june, 2011 fresh start private inc. of 999 n tustin ave suite 16, santa ana, california, 92705 ( the " customer " ) of the first part and start fresh alcohol recovery clinic, inc. / dr. lucien alexander of 999 n tustin ave suite 17, santa ana, california, 92705 ( the " service provider " ) of the second part background : a. the customer is of the opinion that the service provider has the necessary qualifications, experience and abilities to provide services to the customer. a. the customer is of the opinion that the service provider has the necessary qualifications, experience and abilities to provide services to the customer. b. the service provider is agreeable to providing such services to the customer on the terms and conditions set out in this agreement. b. the service provider is agreeable to providing such services to the customer on the terms and conditions set out in this agreement. in consideration of the matters described above and of the mutual benefits and obligations set forth in this agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this agreement agree as follows : servicesprovided 1. the customer hereby agrees to engage the service provider to provide the customer with services ( the " services " ) in its santa ana clinic ( the " clinic " ), consisting of providing consultations for insurance patients health and physical reports and assessment to determine if the patient is a candidate for receiving a naltrexone implant, if patient qualifies as a candidate, services shall be provided to include the implant procedure itself and any postoperative care. the " service provider " agrees to help teach other doctors that may be contracted by the " customer " on how to do the implant procedure. the " service provider " agrees to give at least 3 days a week to provide services to " the customer's " referrals for treatment in the " service providers " santa ana clinic. the " service provider โ will agree to be a strong advocate for the fresh start private program when required, i. e., when dealing with the insurance companies, the services will also include any other tasks which the parties may agree on. the service provider hereby agrees to provide such services to the customer. 1. 1. 1. 1 the service provider understands that the " customer " is responsible for | 467 |
services-agreements | exhibit 10. 25 pursuant to 17 cfr 240. 24b - 2, confidential information has been omitted in places marked โ [ * * * ] โ and has been filed separately with the securities and exchange commission pursuant to a confidential treatment application filed with the commission. google services agreement google inc. 1600 amphitheatre parkway mountain view, ca 94043 tel : ( 650 ) 623 - 4000 fax # # # - # # # - # # # # google spd rep : david graham google spd director : sanjay kapoor google sales engineer : julian bill google legal contact : beth martin, jennifer nam, james murdock customer ( full legal name ) : iac / interactivecorp agreement effective date : january 1, 2008 corporate contact information : billing contact information : legal notices to : attention : greg blatt as provided by iac for each iac site affiliate greg blatt title : evp, general counsel evp, general counsel address, city, state, postal code, country : 555 w. 18th street new york, ny 10011 555 w. 18th street new york, ny 10011 phone : 212 # # # - # # # - # # # # 212 # # # - # # # - # # # # fax : email : * * * @ * * * * * * @ * * * technical contact : name : as provided by iac for each iac site affiliate email : tel : customer wire transfer info ( if applicable ) : d & b duns number : vat / tax number : initial services term : january 1, 2008 โ december 31, 2012 [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] [ * * * ] adsense services adsense for search ( โ afs โ ) afs revenue share percentage for sites ( % ) afs revenue share percentage for syndicated sites ( % ) specifications x adsense for search afs site : see exhibit a. [ * * * ] [ * * * ] ads / results page minimum number : [ * * * ] see exhibit b for other afs specifications confidential 1 exhibit 10. 25 pursuant to 17 cfr 240. 24b - 2, confidential information has been omitted in places marked โ [ * * * ] โ and has been filed separately with the securities and exchange commission pursuant to a confidential treatment application filed with the commission. google services agreement | 468 |
services-agreements | [ free translation into english of an hebrew original document ] services agreement which was prepared and signed on june _ _ _, 2018 by and between novomic ltd. private company # # # - # # # - # # # # of 23 hamelacha street, rosh ha โ ayin ( the โ company โ ) on the one hand ; and doron biran authorized dealer # # # - # # # - # # # # of 22 nahal ga โ aton street, modi โ in ( the โ service provider โ ) on the other hand ; by and between novomic ltd. by and between novomic ltd. private company # # # - # # # - # # # # private company # # # - # # # - # # # # of 23 hamelacha street, rosh ha โ ayin of 23 hamelacha street, rosh ha โ ayin ( the โ company โ ) on the one hand ; ( the โ company โ ) on the one hand ; and doron biran and doron biran authorized dealer # # # - # # # - # # # # authorized dealer # # # - # # # - # # # # of 22 nahal ga โ aton street, modi โ in of 22 nahal ga โ aton street, modi โ in ( the โ service provider โ ) on the other hand ; ( the โ service provider โ ) on the other hand ; whereasthe service provider deals, among other things, with the provision of management and consulting services ; whereasthe service provider deals, among other things, with the provision of management and consulting services ; whereas the service provider deals, among other things, with the provision of management and consulting services ; whereasthe company is interested in receiving from the service provider, as an independent contractor, management and consulting services in the capacity of ceo of the company and the parent company of the company, techcare corp., and the service provider wishes to provide such services to the company and to serve in the said capacity as an independent contractor, all as detailed in this agreement below ; and whereasthe company is interested in receiving from the service provider, as an independent contractor, management and consulting services in the capacity of ceo of the company and the parent company of the company, techcare corp., and the service provider wishes to provide such services to the company and to serve in the said capacity as an independent contractor, all as detailed in this | 469 |
license-agreements | exhibit 10. 1 [ execution copy ] stack technology transfer and license agreement ( โ stta โ ) dated as of october 27, 2009 between fuelcell energy, inc. and posco power confidential treatment requested as to certain portions of this exhibit marked with an *. such portions have been redacted and filed separately with the sec. exhibit 10. 1 [ execution copy ] stack technology transfer and license agreement ( โ stta โ ) dated as of october 27, 2009 between fuelcell energy, inc. and posco power confidential treatment requested as to certain portions of this exhibit marked with an *. such portions have been redacted and filed separately with the sec. i. definitions 5 ii. license grant 10 2. 1 fce technology license. 10 2. 2 distribution rights 11 2. 3 posco technology license 11 2. 4 license to posco power upon expiration of the term 12 2. 5 license to fce upon expiration of the term 12 2. 6 use of โ fce โ trademarks 12 2. 7 transfer of technical data 12 2. 8 joint committee ( s ) 13 2. 9 manufacturing in korea. 13 2. 10 regular exchange of technical data 14 2. 11 new product development and improvements 14 iii. ownership of intellectual property 14 3. 1 ownership of fce technology 14 3. 2 ownership of posco technology 14 3. 3 joint ownership 14 iv. royalties 14 4. 1 royalty payments. 14 4. 2 no other royalties, payments, etc 15 4. 3 royalty report. 15 4. 4 royalty determination firm 16 v. customer responsibility 16 5. 1 end user warranty 16 vi. government regulations 16 6. 1 posco power obligations 16 6. 2 fce obligations 16 1 i. definitions 5 ii. license grant 10 2. 1 fce technology license. 10 2. 2 distribution rights 11 2. 3 posco technology license 11 2. 4 license to posco power upon expiration of the term 12 2. 5 license to fce upon expiration of the term 12 2. 6 use of โ fce โ trademarks 12 2. 7 transfer of technical data 12 2. 8 joint committee ( s ) 13 2. 9 manufacturing in korea. 13 2. 10 regular exchange of technical data 14 2. 11 new product development and improvements 14 iii. ownership of intellectual property 14 3. 1 ownership of fce technology 14 3. 2 ownership of posco technology 14 3. 3 joint | 470 |
license-agreements | exhibit 10. 4 confidential university of pennsylvania amended and restated license agreement this amended and restated license agreement ( โ agreement โ ), effective january 29, 2009 ( the โ restatement date โ ) is made by and between the trustees of the university of pennsylvania, a pennsylvania nonprofit corporation, with offices located at 3160 chestnut street, suite 200, philadelphia, pennsylvania 19104 - 6283 ( โ penn โ ) and targeted genetics corporation, a corporation organized and existing under the laws of washington ( โ targeted โ ), having a place of business at 1100 olive way, suite 100, seattle, washington 98101 and is an amendment to and restatement of the original license agreement between targeted and penn ( the โ original agreement โ ) which became effective on june 1, 2002 ( the โ effective date โ ). recitals whereas, genovo, inc., a corporation organized and existing under the laws of delaware ( โ genovo โ ), having a place of business at 512 elmwood avenue, sharon hill, pa 19079 and penn are parties to the following three agreements, each dated as of june 30, 1995, and each as amended through the effective date ( collectively sometimes called the โ existing agreements โ ) : that certain sponsored research agreement, pursuant to which genovo funded certain research at penn relating to new strategies for gene therapy ( โ sponsored research agreement โ ) ; that certain license agreement lung and liver fields pursuant to which penn has granted certain licenses and other rights to genovo relating to certain liver and lung fields ( โ liver / lung license โ ) ; and that certain license agreement additional fields pursuant to which penn has granted certain licenses and other rights to genovo relating to certain other fields ( โ additional fields license โ ) ; and whereas, the sponsored research agreement was terminated in accordance with that certain letter agreement between the parties dated february 27, 2001 ; and whereas, penn owns and is a proprietor of certain intellectual property, including items developed under the sponsored research agreement and items discovered or developed prior thereto and agreed to be subject to one or more of the existing agreements ; and whereas, genovo has become an affiliate of targeted in a transaction in which former shareholders of genovo have become shareholders of targeted ; and whereas, genovo and targeted intend to pursue further research directed toward the development and improvement of gene therapy products and potential commercialization thereof in one or more applications, and penn desires that they do so ; and whereas, penn has determined that the exploitation of | 471 |
license-agreements | exhibit 10. 57 license agreement number 2 dated as of march 19, 2012 between university health network ( as " licensor " ) university health network ( as " licensor " ) and vistagen therapeutics, inc. ( as " licensee " ) vistagen therapeutics, inc. ( as " licensee " ) - 1 - - 1 - - 1 - table of contents 1. definitions 2. representations and warranties 2. 1 mutual representations and warranties 2. 2 licensor representations and warranties 3. license grant 3. 1 licensed ip 3. 2 availability of the licensed ip 3. 3 reserved right 4. financial considerations 4. 1 development - based milestone payments 4. 2 royalties 4. 3 additional consideration 5. royalty reports, payments, and accounting 5. 1 royalty reports 5. 2 payment terms 5. 3 audits 6. research and development obligations 6. 1 research and development efforts 6. 2 r & d plan 6. 3 records 6. 4 reports 7. confidentiality 7. 1 confidential information 7. 2 terms of this agreement 8. patents 8. 1 patent prosecution and maintenance 8. 2 notification of infringement 8. 3 enforcement of patent rights 8. 4 cooperation 9. termination 9. 1 expiration 9. 2 termination by mutual consent 9. 3 termination by licensee 9. 4 termination for cause 9. 5 termination upon licensee insolvency 9. 6 effect of expiration or termination - 2 - 10. indemnification 10. 1 indemnification 10. 2 procedure 10. 3 insurance 10. 4 certificates of insurance 10. 5 notice of cancellation or expiration 11. force majeure 12. general provisions 12. 1 notices 12. 2 further representations, warranties & liability 12. 3 dispute resolution 12. 4 assignment 12. 5 waivers and amendments 12. 6 entire agreement 12. 7 severability 12. 8 waiver 12. 9 counterparts exhibits exhibit a definitions exhibit b licensed ip 1. definitions 2. representations and warranties 2. 1 mutual representations and warranties 2. 2 licensor representations and warranties 3. license grant 3. 1 licensed ip 3. 2 availability of the licensed ip 3. 3 reserved right 4. financial considerations 4. 1 development - based milestone payments 4. 2 royalties 4. 3 additional consideration 5. royalty reports, payments, and accounting 5. 1 royalty reports 5. 2 payment terms 5. 3 audits 6. research and development obligations | 472 |
license-agreements | exhibit 10. 4 license agreement this license agreement ( this โ agreement โ ) is effective as of november 12, 2015 ( โ effective date โ ), by and between tesoro refining & marketing company llc, a delaware limited liability company ( โ trmc โ ), and tesoro logistics operations llc, a delaware limited liability company ( โ tlo โ ). a. whereas, trmc is the owner of those certain parcels of real property as shown on the asset map ( โ map โ ) attached hereto as exhibit a ( the โ facility โ ) ; b. whereas, trmc, tlo, carson cogeneration company, a delaware corporation, tesoro logistics lp, a delaware limited partnership, tesoro socal pipeline company llc, a delaware limited liability company, tesoro corporation, a delaware corporation, and tesoro logistics gp, llc, a delaware limited liability company, have entered that certain contribution, conveyance and assumption agreement effective as of november 12, 2015 ( the โ contribution agreement โ ) ; c. whereas, pursuant to the contribution agreement, trmc has transferred certain assets to tlo ( the โ transferred assets โ ) ; d. whereas, trmc and tlo have entered in that certain carson ii storage services agreement, effective november 12, 2015 ( the โ storage services agreement โ ), pursuant to which tlo has agreed to provide certain storage and handling services to trmc utilizing the transferred assets ( the โ services โ ) ( capitalized terms used in this agreement but not defined herein shall have the meanings given to them in the storage services agreement ) ; e. whereas, trmc desires to give tlo access to certain portions of the facility from time to time for the purpose of operating and maintaining the transferred assets and providing the services ; and f. whereas, trmc and tlo desire to enter into this agreement for the purpose of permitting such access, all on the terms and conditions herein set forth. now, therefore, in consideration of the recitals set forth above ( which recitals are incorporated herein by this reference ), the mutual covenants herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows : 1 1. access rights. ( a ) access rights to tlo. subject to the terms and conditions of this agreement, trmc grants to tlo and its agents, representatives and contractors ( collectively, | 473 |
license-agreements | exhibit 10. 6 addendum to technology transfer and licence agreement this addendum to the technology transfer and license agreement ( the " agreement " ) is made and effective on january 29th, 2016 ; and supersede the previous addendum dated on june 29th, 2015. between : swiss water tech r & d sa ( the " licensor " ), a corporation organized and existing under the laws of the neuchatel switzerland, with its head office located at : puits godet 6a - - - 2000 neuchatel switzerland. and : eurosport active world corp ( eawc technologies ) ( licensee ), a corporation organized and existing under the laws of the miami florida, with its head office located at : 2000 ponce de leon blvd., 6th floor - - - 33134 miami florida usa. 1. for technology transfer and licence agreement as described on signed agreement 1. 1. for technology transfer and licence agreement as described on signed agreement for technology transfer and licence agreement as described on signed agreement article no. 8 - - - royalties article no. 9 - - - minimum royalties as indicated in the correspondence the previous addendum dated on june 29th, 2015 ; meeting has taken place to review the forecast sales of eawc and the terms and conditions of the agreement in reference. on light of the latest developments on each of the presented projects and with the intention to support eawc objectives, hereby we confirm the relinquishing and suspension of the royalties and minimum royalties due for the years 2016 & 2017. article no. 10 - - - date for payment of royalties this article stays disable as for the conclusions of the meeting. this addendum becomes part of the entire technology transfer and license agreement between the parties. in witness whereof, the parties have executed this agreement as of the date first above written. licensor licensee licensor licensor licensee licensee | 474 |
license-agreements | exhibit 10. 20 first amendment to license agreement dated 24. 03. 2019 certain information in this document, marked by brackets, has been excluded pursuant to item 601 ( b ) ( 10 ) ( iv ) of regulation s - k under the securities act of 1933, as amended, because it is both ( i ) not material and ( ii ) would likely cause competitive harm to the registrant if publicly disclosed. this first amendment to license agreement ( the " first amendment " ) is made and executed at new delhi on 25th - day of february, 2020 and is effective as the 24th day of march 2019 by and between : blade urban air mobility, inc., a delaware corporation, located at 499 e. 34th street, new york, ny - 10016, through its authorized signatory rob wiesenthal ( " licensor " ), which term and expression shall unless repugnant to the subject, context or meaning thereof be deemed to mean and include its successor ( s ) and permitted assign ( s ) ) ; and flyblade ( india ) private limited, a company incorporated under the provisions of companies act, 2013, having its registered office at 5th floor, huda city centre metro station, sector - 29, gurgaon - 122009, haryana, india through its director amit dutta ( " licensee " ), which term and expression shall unless repugnant to the subject, context or meaning thereof be deemed to mean and include its successor ( s ) and assign ( s ) ). ( licensor and licensee shall herein also be collectively referred to as the " parties " and individually as the " party " ) i. whereas : i. whereas : i. a. the parties entered into the license agreement dated 24. 03. 2019 ( " license agreement " ) with a view to record the formal terms and conditions governing the grant of software and trademarks owned by the licensor to licensee on an exclusive basis within the territory of india, for use in the business ( as defined under the license agreement ) in the manner set out under the license agreement. a. the parties entered into the license agreement dated 24. 03. 2019 ( " license agreement " ) with a view to record the formal terms and conditions governing the grant of software and trademarks owned by the licensor to licensee on an exclusive basis within the territory of india, for use in the business ( as defined under the license | 475 |
license-agreements | exhibit 10. 86 builder โ s co - pilot software license agreement this license agreement dated january 1, 2010 governs the use by comstock homebuilding companies, inc. ( hereafter โ licensee โ ), 11465 sunset hills road # 500 reston va 20190 ( phone : 703 - 883 - 1700 ) of the builder โ s co - pilot software and system which is owned and licensed by i - connect, l. c., with a principal place of business at 11465 sunset hills road, suite 400, reston, virginia 20190 ( hereafter โ icg โ ). subject to the timely payment by licensee of the fees and charges set forth on the attached โ schedule of fees and usage rights, โ licensee shall have the following rights : 1. definitions ( a ) โ software โ or โ system โ refers to the builder โ s co - pilot brand of real estate development data management software program supplied by icg herewith, and corresponding documentation, associated media, printed materials, and online or electronic documentation. ( b ) โ computer โ means computer, workstation, terminal, handheld pc, pager, โ smart phone, โ or other digital electronic device. ( c ) โ user manual โ means a compendium of operating instructions and system features that is provided to licensee upon installation and configuration of the system. the user manual addresses most, but not all, features and functions of the system and licensee understands and agrees that the user manual can and will be updated by icg from time to time. it is agreed that upon provision to licensee of an updated version of the user manual, that updated user manual will supersede and replace the earlier user manual, which update will be effective when licensee actually receives the updated user manual. 2. license ( a ) licensee may install, use, access, display, run, or otherwise interact with as many versions of the software as is authorized on the attached โ schedule of fees and usage rights. โ ( b ) licensee may make one additional copy of the software in machine - readable form solely for backup purposes. licensee must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the software. ( c ) licensee agrees that icg may audit use of the software for compliance with these terms at any time, upon reasonable notice. audit rights include access to network and system log data and other resources capable | 476 |
license-agreements | exhibit 10. 2 amendment i to exclusive license and distribution agreement this amendment i ( โ amendment โ ) is made and entered into as of may 28, 2018 ( โ amendment effective date โ ), between nuo therapeutics, inc., a delaware corporation, with its principal office at 207a perry parkway, suite 1, gaithersburg, md 20877 ( โ nuo โ ), and rohto pharmaceutical co., ltd., a japanese company, with its principal office at 1 - 8 - 1 tatsumi - nishi, ikuno - ku, osaka # # # - # # # - # # # #, japan ( โ rohto โ ). each of nuo and rohto is hereinafter referred to as a โ party โ and collectively the โ parties. โ the parties entered into the exclusive license and distribution agreement as of december 31, 2014 ( โ original agreement โ ). the parties hereby agree to amend the original agreement as follows. article 1. section 1. definitions. โ nhi pricing event โ of the original agreement shall be amended in its entirety to read as follows. โ nhi pricing event โ means the earlier of the event ( i ) when the nhi reimbursement price for the product in the territory is achieved, or ( ii ) when the nhi reimbursement for the treatment by treating clinicians of patients using the product in the territory in the field of use is achieved. article 2. section 2. grant of license ( d ) manufacturing right of the original agreement shall be amended in its entirety to read as follows. ( d ) manufacturing right. nuo shall grant to rohto an exclusive license, with limited right to sublicense, to use nuo technology for manufacturing, or having third - party manufacture devices which are covered by nuo patent or embodied by nuo know how, such as the new devices and centrifuge of current and future version, for the territory. upon request of rohto, nuo shall provide rohto with reasonably sufficient information for rohto to manufacture or have manufactured such devices. for avoidance of doubt, in such case rohto shall assemble product for the territory, and sales amount of such rohto โ s assembled product as a whole shall be the base of net sale for royalty payment set forth in section 4 ( c ) of this agreement. 1 1 article 3. section 4 | 477 |
license-agreements | exhibit 10. 44 [ * * * ] the portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the securities and exchange commission. [ * * * ] the portions of this document marked with three asterisks represent confidential portions omitted and filed separately with the securities and exchange commission. confidential first renewal license agreement for the game boy advance video game system ( eea, australia and new zealand ) this renewal license agreement ( โ agreement โ ) is entered into between nintendo co., ltd. ( โ ncl โ ) at 11 - 1 kamitoba hokotate - cho, minami - ku, kyoto, japan # # # - # # # - # # # #, attn : general manager, international business administration department ( facsimile : 81 # # # - # # # - # # # # ), and activision, inc. a corporation of california, and its subsidiaries ( activision uk, ltd., a limited company of the united kingdom ; atvi france, s. a. r. l., a corporation of france ; activision grnbh, a corporation of germany ; and activision pty., ltd., a limited company of australia ) ( jointly and severally โ licensee โ ) at 3100 ocean park boulevard, santa monica, california 90405 ( facsimile : 310 # # # - # # # - # # # # ) ; attention : mr. michael hand. ncl and licensee agree as follows : 1. recitals 1. 1 ncl designs, develops, manufactures, markets and sells advanced design, high - quality video game systems, including the game boy advancetm system and the game boy advance sptm system. ( hereinafter the game boy advancetm and game boy advance sptm systems are jointly and severally referred to as the โ game boy advance system โ ) 1. 2 licensee desires a license to use highly proprietary programming specifications, development tools, trademarks and other valuable intellectual property rights of ncl, to develop, have manufactured, advertise, market and sell video game software for games for play on the game boy advance system. 1. 3 ncl is willing to grant a license to licensee on the terms and conditions set forth in this agreement. 1. 4 by a prior agreement between the parties effective september 14, 2001 ( hereinafter the โ initial agreement | 478 |
license-agreements | exhibit 10. 3 amendment no. 1 the license agreement between brookhaven science associates llc. and catalyst pharmaceutical partners, inc., effective as of april 3, 2006, is hereby amended, effective april 3, 2006 as follows : in article i โ definitions, sub - paragraph 12 of paragraph ( a ), โ patent rights โ, is replaced in its entirety as follows : 12. foreign patents and foreign patent applications corresponding to u. s. patents and patent applications identified in paragraph 1 โ 11 above. in article xiii โ notices, paragraph ( a ), the contact information for licensor is replaced as follows : for licensor : christine brakel, licensing specialist office of intellectual property and sponsored research brookhaven national laboratory building no. 475d p. o. box 5000 upton, new york # # # - # # # - # # # # telephone : 631 # # # - # # # - # # # # fax : 631 # # # - # # # - # # # # e - mail : * * * @ * * * in article xiii โ notices, paragraph ( b ), the delivery details for mailing checks is replaced as follows : check mailed to : manager office of intellectual property and sponsored research brookhaven national laboratory bldg. 475d, p. o. box 5000 upton, ny # # # - # # # - # # # # 1 exhibit 10. 3 amendment no. 1 the license agreement between brookhaven science associates llc. and catalyst pharmaceutical partners, inc., effective as of april 3, 2006, is hereby amended, effective april 3, 2006 as follows : in article i โ definitions, sub - paragraph 12 of paragraph ( a ), โ patent rights โ, is replaced in its entirety as follows : 12. foreign patents and foreign patent applications corresponding to u. s. patents and patent applications identified in paragraph 1 โ 11 above. in article xiii โ notices, paragraph ( a ), the contact information for licensor is replaced as follows : for licensor : christine brakel, licensing specialist office of intellectual property and sponsored research brookhaven national laboratory building no. 475d p. o. box 5000 upton, new york # # # - # # # - # # # # telephone : 631 # # # - # # # - # # # # fax : 631 # # # - # # # - # # # # e - mail : | 479 |
license-agreements | exhibit 10. 40 certain portions of this exhibit have been omitted based upon a request for confidential treatment and the non - public information has been filed with the securities and exchange commission. license agreement this agreement is made as of the date of the signature of the last party to execute this agreement ( โ effective date โ ) between integral technologies, inc., a nevada corporation, 805 west orchard street, # 7 bellingham, wa 98225, u. s. a. ( " licensor " ), and hanwha l & c corp. a south korea corporation, hanwha building janggyo - dong 1 jung - gu seoul, south korea ( " licensee " ), hereinafter referred to individually as the " party " and collectively as the " parties ". whereas, licensee develops, manufactures and supplies a variety of thermoplastic and thermoset composites and components ; and whereas, licensor is a company that engages in the discovery, development, and commercialization of electrically conductive hybrid plastics used primarily as raw materials in the production of industrial, commercial and consumer products and services worldwide. now, therefore, the parties agree as follows : article 1 definitions in this agreement, the following terms have the following meanings and the singular shall incorporate the plural and vice versa : 1. 1 โ affiliate โ shall mean with respect to either party any entity or entities directly or indirectly ( i ) controlling or ( ii ) controlled by or ( iii ) under common control by, one of the parties. as used in this definition the term โ control โ means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a party, whether through ownership of voting securities, by contract or otherwise. certain portions of this exhibit have been omitted based upon a request for confidential treatment and the non - public information has been filed with the securities and exchange commission. 1. 2 โ agreement โ means this license agreement signed by licensor and licensee. 1. 3 โ customer โ means a company that manufactures or uses end products. 1. 4 โ end product ( s ) โ means part produced using a product supplied by licensee or its affiliates in accordance with the terms of this agreement. 1. 5 โ headquartered โ means a company that is incorporated in south korea or whose primary place of business is in south korea. 1. 6 โ patent ( s ) โ means any and all patents, | 480 |
license-agreements | exhibit 10. 19 confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to the confidentiality request. omissions are designated as โ * * * โ. a complete version of this exhibit has been filed separately with the securities and exchange commission. date : 9 august 2007 this agreement ( hereinafter referred to as โ the agreement โ ) is made by and between gain capital group, llc with its principal office located at 550 hills drive, bedminster, n. j. 07921 united states duly represented by its corporate operating officer chris calhoun ( hereinafter referred to as โ the licensee โ ) and metaquotes software corp., # 28 parliament street, p. o. box cb - 12345, nassau, bahamas, duly represented by its general director renat fatkhullin ( hereinafter referred to as โ the licensor โ ). the licensor and the licensee may herein - below be jointly referred to as lithe parties โ โ and each one in particular, as โ a party โ. whereas : โข the licensor is a legal owner of exclusive property rights and copyright to metatrader trading information system, a computer software package ( hereinafter referred to as โ the system โ ), properly registered by the licensor with the russian patent and trademark office ( โ rospatent โ ) ( certificate no. 200361 1699 dated july 17, 2003 ), intended for the provision of brokerage service to customers engaged in internet trading ; the licensor is a legal owner of exclusive property rights and copyright to metatrader trading information system, a computer software package ( hereinafter referred to as โ the system โ ), properly registered by the licensor with the russian patent and trademark office ( โ rospatent โ ) ( certificate no. 200361 1699 dated july 17, 2003 ), intended for the provision of brokerage service to customers engaged in internet trading ; โข the licensor is a legal owner of the metatrader trademark, properly registered by the licensor with the russian patent and trademark office ( โ rospatent โ ) ( certificate no # # # - # # # - # # # # dated july 17 โ โ 2003 ) ; the licensor is a legal owner of the metatrader trademark, properly registered by the licensor with the | 481 |
license-agreements | exhibit 10. 19 exhibit 10. 19 leave and license agreement this leave and license agreement is made this 23rd day of february 2018 at pune, between his holiness dr. syedna taher saifuddln memorial foundation, a public trust registered with the charity commissioner at mumbai bearing no. e - 15771 ( mum ) having its registered office at amatullah manzil, 1st floor, 65 perin nariman street, fort, mumbai 400001 and hereinafter referred to as the โ licensor โ ( which expression shall unless repugnant to the context or meaning thereof be deemed to mean and include its trustees for the time being and the last surviving trustee and heirs, executors, administrators and assigns of such last trustee ) and represented herein by its trustee dr. shaikh iqbal bagasrawala of the one part. and pubmatic india private limited, a company incorporated under the laws of india, having its registered office at 6th floor, amar paradigm, near dmart, baner road, pune, maharashtra 411045, hereinafter referred to as โ licensee โ ( which expression shall, unless the context requires otherwise, mean and include its successors and permitted assigns ), and represented herein by its co - founder & sr. vice president mr. mukul kumar of the other part. whereas a. the licensor is the owner of and absolutely seized and possessed of unit nos. 601, 602, 603, 604, 605, 606, 607, 608, 609, 610, 611 and 612 in aggregate admeasuring 35. 272 sq. ft. built up area on the 6th floor of the building known as amar paradigm situated at amalgamated land from hissa nos. 11 / 3, 11. and 11 / 23 from survey no. 110, village baner, taluka haveli, within the limits of pune municipal corporation hereinafter referred to as the โ licensed premises โ and more particularly described in the schedule hereunder written and delineated in the plan annexed hereto. the licensor is the owner of and absolutely seized and possessed of unit nos. 601, 602, 603, 604, 605, 606, 607, 608, 609, 610, 611 and 612 in aggregate admeasuring 35. 272 sq. ft. built up area on the 6 | 482 |
license-agreements | exhibit 10. 4 | 483 |
license-agreements | exhibit 10. 7 certain confidential information contained in this document, marked by [ * * * ], has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. technology license agreement parties this technology license agreement ( the โ agreement โ ) is entered into by and between lantern pharma inc., a texas corporation ( hereinafter referred to as โ lantern โ ) having principal offices at 211, n ervay st, dallas, tx 75201 and af chemicals, llc, a californian limited liability company having principal offices at 5545 coral reef, la jolla, ca 92037 ( hereinafter referred to as โ afc โ ) each individually referred to hereinafter as a โ party โ and collectively referred to hereinafter as the โ parties โ. recitals whereas, lantern has expertise in drug development and partnering with biotechnology / biopharmaceutical / pharmaceutical companies in funding, gaining regulatory approval, manufacturing, marketing and distribution of the targeted compounds ; whereas afc has rights to the targeted compounds ; whereas, lantern desires to acquire right, title and interest in and to the licensed technology in the field of use. now, therefore, for good and valuable consideration the parties, intending to be legally bound hereby, agree that they shall be subject to the following terms and conditions : terms of agreement 1. definitions 1. 1 โ targeted compounds โ shall mean any illudin, acylfulvene or irofulven analog composition in one or more patents listed in exhibit a, ( ii ) or otherwise belonging to a genus that is covered by one or more claims of the one or more patents listed in exhibit a, ( iii ) together with rights in technical information recorded in the form of drawings, plans, specification, diagrams, trade secrets as defined by the uniform trade secrets act and other data relating to the manufacture, design and improvement of the targeted compounds and ( iv ) any afc inventions together with ( v ) any improvements of the targeted compounds as they now exist or may become available throughout the life of the agreement irrespective of whether such improvements are necessary to manufacture the targeted compounds, but excluding the targeted compounds when bound or conjugated to any moiety including for example an illudin, illudin analog, acylfulvene analog, irofulven or irofulven analog bound either directly or via a linker to | 484 |
license-agreements | exhibit 10. 1 worldwide master license agreement this worldwide master license agreement ( " agreement " ) is made on 6th june 2023. between sigma muhibah sdn. bhd. [ company registration no : 202101016037 ( 1416337x ) ] with its registered address at 151 ( first floor ) jalan ss 21 / 37, damansara utama, 47400 petaling jaya, selangor, malaysia and its business address at d - 3a - 3a, capital 4 oasis square, no. 2 jalan pju 1a / 7a, ara damansara, 47301 petaling jaya, selangor, malaysia ( โ the licensor โ ) of the one part ; and ay food ventures sdn bhd [ company registration no : 202301002919 ( 1496838 - k ) ] with its registered address at a - 3 - 3, plaza bukit jalil ( aurora place ), no. 1, persiaran jalil 1, bandar bukit jalil, 57000 kuala lumpur, wilayah persekutuan and business address at d - 3a - 3a capital 4, oasis square, jalan pju 1a / 7a, ara damansara, 47301 petaling jaya, selangor darul ehsan ( โ the licensee โ ) of the other part. the licensor and the licensee shall hereinafter individually as โ party โ collectively referred to as the โ parties โ. whereas : - a. the licensor has established, generated, and maintained goodwill and reputation for food and beverages business through a networks of restaurants outlets, cafe, cafeteria, kiosks, mobile food carts, push carts and e - commerce channels ( โ food and beverages business โ ) bearing the trademarks and tradenames โ abe yus cafe โ, โ abe yus mart โ, โ abe yus warung โ, โ kari puff abe yus โ, โ โ, โ โ, โ โ, โ โ, and its variants ( โ abe yus trademarks โ ). a. the licensor has established, generated, and maintained goodwill and reputation for food and beverages business through a networks of restaurants outlets, cafe, cafeteria, kiosks, mobile food carts, push carts and e - commerce channels ( โ food and beverages business โ ) bearing the trademarks and tradenames โ abe yus cafe โ, โ abe yus mart โ, | 485 |
license-agreements | exhibit 10. 2 license agreement amendment inasmuch as newlink genetics corporation of ames, iowa, and the georgia health sciences university research institute ( ghsuri, previously medical college of georgia research institute ( mcgri ) ) of augusta, georgia, have a valid and existing license agreement related to the use of indoleamine - 2, 3 - dioxygenase and its inhibitors in immuno - regulation ( mcg case # 007 - 98, 011 - 98, 011 - 02, 003 - 03, 009 - 03, 005 - 06, 032 - 05, 023 - 07 ) dated september 13, 2005 ; and inasmuch as the parties agree that the license agreement contains a provision ( section 4. 1 ) for the acquisition of new, related improvement technologies by newlink arising at ghsuri after the agreement was signed. it is agreed that the parties amend section 4. 1 to include additional language immediately following the original language of section 4. 1 with regard to patents co - owned by newlink and ghsuri as such : โ in the event that improvement technologies are created after the signing of this agreement and the patent on such improvement technology is co - owned by licensee and ghsuri, there shall be a one - time license fee of ten thousand dollars ( $ 10, 000 ) per technology, upon payment of which the new technology is considered part of this agreement. โ and inasmuch as newlink has reviewed a new improvement technology ( nlg case # nlg - 49, mcg case # 2013 - 042 : combination enzymatic ido inhibitors with 1 - methyl - d - tryptophan, provisional applications : us 61 / 809, 125 and us 61 / 812065, inventors : mario mautino, nicholas vahanian, charles link, david munn, andrew mellor and madhav sharma ), and wishes to exercise its option to incorporate this co - owned technology into the existing license agreement technology portfolio under its standard royalty terms and use conditions, it is agreed : that the parties amend the license agreement relative to its exhibit a, such that mcg case # 2013 - 042 is to be included in the technology portfolio for development and commercialization by newlink, effective the date that the license fee of $ 10, 000 is received at ghsuri. this present amendment shall hereby be considered part of the original license agreement and | 486 |
license-agreements | exhibit 10. 4 certain confidential information contained in this document, marked by [ * * * ], has been omitted because it is both ( i ) not aterial and ( ii ) is the type that the registrant treats as private and confidential. ars pharmaceuticals, inc. and recordati ireland, ltd exhibit 10. 4 certain confidential information contained in this document, marked by [ * * * ], has been omitted because it is both ( i ) not aterial and ( ii ) is the type that the registrant treats as private and confidential. ars pharmaceuticals, inc. and recordati ireland, ltd license and supply agreement for the finished product ars - 1 | 487 |
license-agreements | adamis pharmaceuticals corporation 10 - k exhibit 10. 43 license agreement between adamis pharmaceuticals corporation and the regents of the university of california and dana - farber cancer institute, inc. for uc case no. sd2000 - 051 and dfci case no. 595 rmm 022411 ; 2000 - 051 / dfci table of contents recitals 1 article 1 : definitions 2 article 2 : grant 4 article 3 : consideration 5 article 4 : reports, records and payments 9 article 5 : patent matters 12 article 6 : governmental matters 15 article 7 : termination or expiration of agreement 16 article 8 : limited warranty and indemnification 17 article 9 : use of names and trademarks 19 article 10 : miscellaneous provisions 20 exhibit a : dana farber terms & conditions for licenses 24 rmm 022411 ; 2000 - 051 / dfci license agreement this agreement ( โ agreement โ ) is made by and between adamis pharmaceuticals corporation, a delaware corporation having an address at 2658 del mar heights rd. # 555, del mar, ca 92014 ( โ licensee โ ) the regents of the university of california, a california corporation having its statewide administrative offices at 1111 franklin street, oakland, california # # # - # # # - # # # # ( โ university โ ), represented by its san diego campus having an address at university of california, san diego, technology transfer office, mail code 0910, 9500 gilman drive, la jolla, california 92093 - 0910 ( โ ucsd โ ) and dana - farber cancer institute, inc, a massachusetts non - profit corporation having its offices at 450 brookline avenue, boston, massachusetts 02215 ( โ dfci โ ). this agreement is effective on the date of the last signature ( โ effective date โ ). recitals whereas, the inventions disclosed in ucsd disclosure docket no. sd2000 - 051 and titled โ telomerase reverse transcriptase as antigen for immunization in cancer โ ( โ ucsd invention โ ), were made in the course of research at ucsd by dr. maurizio zanetti ( hereinafter, the โ ucsd inventor โ ) and are covered by patent rights as defined below ; whereas, the inventor is an employee of ucsd, and he is obligated to assign all of his right, title and interest in the invention to university ; whereas, | 488 |
license-agreements | exhibit 10. 11 public health service patent license agreement โ exclusive this agreement is based on the model patent license exclusive agreement adopted by the u. s. public health service ( โ phs โ ) technology transfer policy board for use by components of the national institutes of health ( โ nih โ ), the centers for disease control and prevention ( โ cdc โ ), and the food and drug administration ( โ fda โ ), which are agencies of the phs within the department of health and human services ( โ hhs โ ). this cover page identifies the parties to this agreement : the u. s. department of health and human services, as represented by the u. s. department of health and human services, as represented by national eye institute an institute or center ( hereinafter referred to as the โ ic โ ) of the nih and connectyx technologies holdings group hereinafter referred to as the โ licensee โ, having offices at 1825 nw corporate boulevard, suite 110, boco raton, fl 33431, created and operating under the laws of florida. tax id no. : 26 - 1412177 confidentialnih patent license agreement - - exclusivemodel 10 - 2015 page 1 of 33 [ final ] [ connectyx ] [ january 2021 ] confidentialnih patent license agreement - - exclusivemodel 10 - 2015 page 1 of 33 [ final ] [ connectyx ] [ january 2021 ] confidentialnih patent license agreement - - exclusivemodel 10 - 2015 page 1 of 33 [ final ] [ connectyx ] [ january 2021 ] confidentialnih patent license agreement - - exclusivemodel 10 - 2015 page 1 of 33 [ final ] [ connectyx ] [ january 2021 ] confidential nih patent license agreement - - exclusive model 10 - 2015 page 1 of 33 [ final ] [ connectyx ] [ january 2021 ] for the ic internal use only : license number : l - 088 - 2021 - 0 license application number : a # # # - # # # - # # # # serial number ( s ) of licensed patent ( s ) or patent application ( s ) : hhs ref. no. e # # # - # # # - # # # # - 0 entitled : โ druggable target to treat retinal degeneration โ inventors : kapil bharti, et. al i. u. s. provisional patent application no. 62 / 899, 899 filed 13 september | 489 |
license-agreements | year 1 total of 5 kdv 500s ; year 2 total of 20 kdv 500s ; year 3 total of 40 kdv 500s ; year 4 total of 70 kdv 500s ; year 5 total of 110 kdv 500s ; year 6 total of 170 kdv 500s ; year 7 total of 250 kdv 500s ; year 8 total of 350 kdv 500s ; year 9 total of 475 kdv 500s ; and year 10 total of 600 kdv 500s. year 1 total of 150 kdv 500s ; year 2 total of 300 kdv 500s ; year 3 total of 450 kdv 500s ; year 4 total of 600 kdv 500s ; and year 5 total of 750 kdv 500s ; ( i ) a purchase price ( the โ purchase price โ ) consistent with the terms of this agreement, including section 3. 1 and 3. 2 ; ( ii ) a down payment equal to [ * * * * * ] to ak by covanta at the time this agreement is signed as provided for in section 3. 6 ; ( iii ) the delivery by ak of a comprehensive package of documents for the system ( the โ document package โ ), including all preliminary drawings, detailed heat and material balances, interface control documents, equipment specifications, piping and instrumentation diagrams, a system manufacturing plan and such other documents as the parties agree should be made available by ak for review by covanta ; ( iv ) within twenty - one ( 21 ) days following the delivery of a complete document package, ak, licensor and global shall meet to review the document package and discuss any comments of, or changes being proposed by, covanta and work out any final changes to the document package ; ( v ) within fifteen ( 15 ) days of agreeing on the document package, a payment of [ * * * * * ] by covanta to ak if the kdv 500 is being ordered with two proprietary mixing turbine pumps or a payment of [ * * * * * ] by covanta to ak if the kdv 500 is being ordered with only one proprietary mixing turbine pump ; ( vi ) the right for covanta to make one or more visits to ak โ s facility to review the fabrication of the system to confirm that the system is being fabricated in accordance with the document package ; ( vii ) the obligation for | 490 |
license-agreements | exhibit 10. 26innovation and northwestern universityphone # # # - # # # - # # # # northwestern | invonew ventures office1800 sherman ave, suite 504invo. northwestern. eduinnovation and new ventures evanston, il 60201 june 11, 2018 david a giljohann, ph. d. chief executive officer exicure, inc. 8045 lamon ave. skokie, il 60077re : amendment one to the license agreement titled nu exicure liposomal particles license agreement dated may 27, 2014 ('agreement " ) between exicure, lnc ( " exicure " ) and northwestern university ( " northwestern'). dear david : the following letter memorializes the understanding reached between northwestern and exicure regarding the first amendment to the agreement ( " amendment one nu - exicure liposomal ). unless otherwise defined in this agreement, capitalized terms shall have the meaning assigned to them in the agreement. subject to the terms and conditions of the agreement and exicure's compliance therewith, the parties hereby agree as follows : 1. exhibit a of the license agreement is amended and incorporated herein by reference. 2. all other terms and conditions of the agreement shall remain in full force and effect as amended hereby. by signing below, the parties hereby execute this valid and binding agreement effective as of the date listed above. northwestern university exicure, inc. / s / alicia loffler, ph. d. / s / david a. giljohann, ph. d. alicia loffler, ph. d. david a. giljohann, ph. d. associate vice president for research chief executive officerand executive director exicure, inc. invo, northwestern university the company has requested an order from the securities and exchange commission ( the โ commission โ ) pursuant to rule 406 under the securities act of 1933, as amended, granting confidential treatment to selected portions. accordingly, the confidential portions have been omitted from this exhibit, and have been filed separately with the commission. omitted portions are indicated in this exhibit with โ * * * * * โ. innovation and northwestern universityphone # # # - # # # - # # # # northwestern | invonew ventures office1800 sherman ave, suite 504invo. northwestern. eduinnovation and new ventures evanston, il 60201 exhibit | 491 |
license-agreements | / s / paul w. sandman / s / lawrence j. knopf / s / pamela s. krop / s / james w. a. ladner | 492 |
license-agreements | exhibit 10. 7 crm license agreement this crm license agreement ( the " agreement " ), which is agreed to be effective as hereinafter provided, is by and between st. jude medical, inc., a minnesota corporation having its principal place of business at one lillehei plaza, st. paul, minnesota, 55117 ( " st. jude " ), and boston scientific corporation, a delaware corporation having its principal place of business at one boston scientific place, natick massachusetts, 01760 - 1537 ( " bsc " ). recitals a. bsc and / or certain of its affiliates, on the one hand, and st. jude and / or certain of its affiliates, on the other hand, are adverse parties in the following currently pending litigation matters, which are being terminated pursuant to a settlement agreement by and between bsc and certain of its affiliates, on the one hand, and st. jude and certain of its affiliates, on the other hand, dated july 29, 2006 ( the " settlement agreement " ) : 1 ) pacesetter, inc. v. cardiac pacemakers, inc., et al., case no. 02 - 1337 dwf / srn ( d. minn. ) ( the " minnesota pacesetter case " ) ; 2 ) cardiac pacemakers, inc., et al., v. st. jude medical, inc., et al., civil action no. 04 - 1016 jmr / fln ( d. minn. ) ( the " minnesota cpi case " ) ; and 5 ) pacesetter, inc. et al. v. intermedics, inc. et al., case no. cv 06 - 3166 ghk ( ffmx ) ( c. d. cal. ) ( the " california case " ). b. st. jude and bsc and / or certain of their respective affiliates are engaged in, inter alia, the design, development, manufacture, and sale of crm products. c. st. jude and bsc and / or certain of their respective affiliates own or hold certain licensed patents and rights under sublicensable patents relating to crm products. d. pursuant to the settlement agreement, st. jude and bsc have agreed to terminate the minnesota pacesetter case, the minnesota cpi case, and the california case and have agreed to enter into a cross licensing of certain rights under the licensed patents and sublice | 493 |
license-agreements | exhibit 10. 30 confidential * * * text omitted and filed separately with the securities and exchange commission. confidential treatment requested under 17 c. f. r. sections 200. 80 ( b ) ( 4 ) and 240. 24b - 2 contract number : [ * * * ] collaborative research and license agreement between boehringer ingelheim international gmbh binger strasse 173, 55216 ingelheim am rhein, germany ( โ boehringer โ ) vat - id - no. : de [ * * * ] and dicerna pharmaceuticals inc. 87 cambridgepark drive cambridge, ma 02140 usa ( โ dicerna โ ) โ each also hereinafter referred to as โ party โ or collectively as โ parties โ โ 1 confidential * * * text omitted and filed separately with the securities and exchange commission. confidential treatment requested under 17 c. f. r. sections 200. 80 ( b ) ( 4 ) and 240. 24b - 2 recitals whereas boehringer is a research - based pharmaceutical company and is interested in a research program related to dicerna โ s proprietary galxc technology which enables precise silencing of disease - driving genes in the liver, specifically targeting the hepatocyte. whereas dicerna has experience and expertise in the research program ( as defined below ) and is willing and able to perform such research activities under the terms and conditions as set forth in this agreement. whereas boehringer recognizes dicerna โ s expertise and wishes to engage dicerna, and dicerna wishes to accept such engagement, to provide boehringer with candidate products to targets as further described in the research work plan. now, therefore, parties hereto agree as follows : 1. definitions 1. 1 โ accounting standards โ means international financial reporting standards ( ifrs ) or accounting principles generally accepted in the united states of america ( us gaap ), or those accounting standards used in accordance with the german handelsgesetzbuch ( hgb ) which standards or principles ( as applicable ) are currently used at the relevant time and consistently applied by the applicable party. 1. 1 โ accounting standards โ means international financial reporting standards ( ifrs ) or accounting principles generally accepted in the united states of america ( us gaap ), or those accounting standards used in accordance with the german handelsgesetzbuch ( hgb ) which standards or principles ( as applicable ) are currently used at the relevant time and consistently | 494 |
license-agreements | exhibit no : 10. 3 amendment to sections 13. 1 and 13. 2 of technology license and referral agreement sections 13. 1 and 13. 2 of the technology license and referral agreement effective january 2, 2015 between the undersigned parties are hereby amended as follows : section 13. 1 section 13. 1 currently reads as follows : pilot program contingency. licensee โ s obligations under this agreement shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty ( 120 ) days after the effective date ( which date may be extended for an additional thirty ( 30 ) days at licensee โ s option upon prior written notice to p2o ), and licensee โ s acceptance, in its sole discretion, of the results of, of a pilot test program ( the โ pilot program โ ), whereby licensee shall utilize, on terms mutually agreeable to p2o and licensee, p2o โ s facility ( the โ test facility โ ) at 20 iroquois street, niagara falls, new york ( the โ pilot program contingency โ ) to ascertain licensee โ s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish minimum performance levels for the initial order and using the relevant feedstock. immediately upon the execution and delivery of this agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the test facility for the pilot program. section 13. 1 is amended to read as follows : pilot program contingency. licensee โ s obligations under this agreement shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten ( 210 ) days after the effective date ( which date may be extended for an additional thirty ( 30 ) days at licensee โ s option upon prior written notice to p2o ), and licensee โ s acceptance, in its sole discretion, of the results of, of a pilot test program ( the โ pilot program โ ), whereby licensee shall utilize, on terms mutually agreeable to p2o and licensee, p2o โ s facility ( the โ test facility โ ) at 20 iroquois street, niagara falls, new york ( the โ pilot program contingency โ ) to ascertain licensee โ s willingness to go forward with the transactions contemplated herein, and, if so ascer | 495 |
license-agreements | certain information identified by " [ * * * ] " has been excluded from this exhibit because it is both not material and is the type of information the company treats as private or confidential. fox media llcfoxtel management pty limited for and on behalf of the foxtel partnershipfox trade mark licence agreementthe allens contact for this document is tommy chendeutsche bank placecorner hunter and phillip streetssydney nsw 2000 australiat + 61 2 9230 4000f + 61 2 9230 5333www. allens. com. auยฉ allens australia 2021 fox media llcfoxtel management pty limited for and on behalf of the foxtel partnershipfox trade mark licence agreementthe allens contact for this document is tommy chendeutsche bank placecorner hunter and phillip streetssydney nsw 2000 australiat + 61 2 9230 4000f + 61 2 9230 5333www. allens. com. auยฉ allens australia 2021 fox media llcfoxtel management pty limited for and on behalf of the foxtel partnership fox media llc foxtel management pty limited for and on behalf of the foxtel partnership fox trade mark licence agreement the allens contact for this document is tommy chen the allens contact for this document is tommy chen deutsche bank placecorner hunter and phillip streetssydney nsw 2000 australiat + 61 2 9230 4000f + 61 2 9230 5333www. allens. com. auยฉ allens australia 2021 ยฉ allens australia 2021 allens is an independent partnership operating in alliance with linklaters llp. allens is an independent partnership operating in alliance with linklaters llp. allens is an independent partnership operating in alliance with linklaters llp. fox trade mark licence agreement fox trade mark licence agreement fox trade mark licence agreement fox trade mark licence agreement fox trade mark licence agreement 1 definitions and interpretation11. 1 definitions11. 2 interpretation32 licence32. 1 grant of licence32. 2 use by licensor and licence of fox channels to third parties32. 3 licensor โ s rights42. 4 excluded powers43 term44 payment44. 1 licensee fees44. 2 revision of licence fees54. 3 payment terms54. 4 interest65 recordal and maintenance65. 1 record of authorised use65. 2 additional registrations65. 3 maintenance of fox marks65. 4 costs of applications and maintenance65. 5 | 496 |
license-agreements | exhibit 10. 36 exhibit 10. 36 agreement between shandong yaobua medical instrument corporation and guided therapeutics, inc. confidential, final 24 july 2019 this agreement supersedes. any and all statements, representations or agreements other than existing purchase orders between guided therapeutics, inc, a georgia, united states of american corporation ( " gti') located at 5835 peachtree comers east, suite d, norcross, georgia 30092 and shan. dong yaohua medical instrument corporation, located at no. 5 zhuijian street, high - tech development zone, laiwu shandong, peoples republic of china ( " smi ). this agreement is dated 24 july 2019 whereas gti had previously asserted that they had developed a platform technology for the early detection of disease that leads to cancer ; whereas gti had previously asserted that their first non - invasive cancer detection product is the luvivaยฎ advanced cervical scan device ( the " device " ) and the related disposable cervical guides ( the " disposables " and, with the device. " luviva " ). luviva is designed to : gti โ luviva ( device ). a. determine the true likelihood of treatable cervical disease that may lead to cancer in women aged 16 years and over who have been screened for cervical cancer and have an abnormal result b. be used as a screening tool both in the developed and developing world where papanicolau test and / or the human papilloma virus tests are not widely available whereas luviva is currently in use in canada, latin america, europe, turkey, asia and africa. whereas gti had previously asserted that they own the worldwide manufacturing, distribution and intellectual property ( " ip " ) rights to lu viva, and whereas gti asserts that they have the rights to license the global manufacturing rights, excepting the disposable cervical guides in the republic of turkey and final assembly rights of the device in hungary, and the rights to license the distribution and sales rights for luviva in the people's republic of china, macau, hong kong and taiwan ( herein after collectively referred to as the " jurisdictions " whereas smi is a medical device company in china with an established distribution and sales capability and bas indicated a capability and willingness to manufacture for the global market, and distribute and sell luviva in the jurisdictions, whereas smi, in order to obtain license to the license for global manufacturing | 497 |
license-agreements | exhibit 10. 36 license agreement between conrad, eastern virginia medical school and biosyn, inc., a subsidiary of cellegy pharmaceuticals, inc. this agreement ( this โ agreement โ ), effective as of the 30th day of january, 2006 by and between biosyn, inc. ( โ biosyn โ ), a corporation organized and existing under the laws of the commonwealth of pennsylvania and a wholly owned subsidiary of cellegy pharmaceuticals, inc. ( โ cellegy โ ), and having its principal place of business at1800 byberry road, building 13, huntingdon valley, pa 19006, and conrad, eastern virginia medical school, ( โ conrad โ ), organized and existing under the laws of the state of virginia and having its principal place of business at the address set forth in section 10. 1. witnesseth : whereas, biosyn owns or controls certain united states patents and patent applications and corresponding foreign patents and patent applications and related technology relating to compounds and formulations having microbicidal properties for treating or preventing the contraction of sexually transmitted diseases and / or inactivating pathogenic microbes ; whereas, biosyn wishes to grant to conrad a non - exclusive license to its technology related to such compounds and formulations ( as specifically defined herein ) in the developing countries to make, have made, use, research, develop, market and sell, but only for the public sector ; and whereas, conrad wishes to conduct research and development activities with regard to biosyn โ s technology and to make, have made, use, research, develop, market and sell, in and for the benefit of the developing countries and for the public sector, products that incorporate the technology and to share the results of such research and development activities with biosyn. now, therefore, in consideration of the mutual covenants and agreements of the parties contained herein, and intending to be legally bound, the parties agree as follows : 1. definitions 1. 1. definitions โ c31g โ means compounds, compositions and processes covered under the c31g patents in schedule ii, along with associated trademarks and know - how, sometimes referred to as savvy, and for use in the prevention of transmission of sexually transmitted diseases including hiv and for contraception. โ c31g permitted field of use โ means for the prevention of infection by hiv and other sexually transmitted pathogens and for contraception, by topical, but not systemic, administration. | 498 |
license-agreements | exhibit 10. 8 non - exclusive license agreement this agreement, effective as of april 15, 2003 ( the โ effective date โ ), is between the university of massachusetts medical school ( โ medical school โ ), a public institution of higher education of the commonwealth of massachusetts having an address of 55 lake avenue north, worcester, ma 01655 and cytrx corporation ( โ company โ ), a delaware corporation having an address of 11726 san vicente blvd., suite 650, los angeles, ca 90049. r e c i t a l s whereas, medical school is owner by assignment of the invention claimed in the united states patent application listed in exhibit a pertaining to the medical school โ s invention disclosure number ummc 01 - 36 entitled rna sequence - specific mediators of rna interference ; whereas, company desires to obtain a non - exclusive license in the field of therapeutics limited to the narrowed fields of other medical school license agreements ; specifically, using rnai to inhibit hcmv immediate early ( ie ) gene expression in retinitis applications, using rnai to inhibit mutant sod1 gene expression in amytrophic lateral sclerosis ( als ) applications, and using rnai to inhibit gene targets implicated in type ii diabetes and obesity under the rights of medical school in any patent rights claiming those inventions ; and whereas, medical school is willing to grant company a non - exclusive license on the terms set forth in this agreement. now, therefore, medical school and company hereby agree as follows : 1. definitions. 1. 1. โ affiliate โ means any legal entity ( such as a corporation, partnership, or limited liability company ) that is controlled by company. for the purposes of this definition, the term โ control โ means ( a ) beneficial ownership of at least fifty percent ( 50 % ) of the voting securities of a corporation or other business organization with voting securities or ( b ) a fifty percent ( 50 % ) or greater interest in the net assets or profits of a partnership or other business organization without voting securities. 1. 2. โ biological materials โ means the tangible biological materials described on exhibit a, as well as tangible materials that are routinely produced through use of the original materials, including, for example, any progeny derived from a cell line, monoclonal antibodies produced by hybridoma cells, dna or rna replicated from isolated dna or rna, recombinant proteins produced through use of isolated dna or rna, and substances routinely purified | 499 |