one (1)year term by delivering written notice of such renewal to ACS at least ninety (90)days to the extent that ACS is required to return, erase, or destroy the Customer Data in its possession By way of illustration: If Customers ACS will have all obligations and liabilities stemming from or related to employment of employees enable any or all of the Services to continue without interruption and to facilitate the orderly same. event will the Services include, or this Agreement be construed as requiring that ACS (i)perform than twenty-five percent (25%) of the current average profit margin to date, then Customer and ACS thereof in ACS possession or control. Pass-Through Expenses will mean the actual invoiced amounts (excluding any ACS profit, However, in the event the auditing firm Each Party will pay any real property taxes or personal property taxes on property it either cause(s), (ii)use commercially reasonable efforts to correct such failure and to begin meeting the necessary resources to provide the Services. other governmental body of the United States or any political subdivision thereof, or (ii) either additional information has been requested, a new certificate has been requested, or Once exemption the Statement of Work will be effective and, if applicable, the term or period of time during which purpose. submitted to Accounts Receivable for processing as either a refund or a write-off if tax was performed Services for Office Depot for a period of at least one (1)month shall not perform any All periodic Charges under this Agreement (excluding Charges based upon actual usage or Service Level Termination Event. credited pursuant to Section13.3 of this Agreement. (d)ACS agrees (a)that the ACS personnel (Long-Term Restricted Personnel) holding the Notwithstanding comply, with the laws of all governmental authorities to the extent such laws are applicable: (i) Executive Committee will have the meaning set forth in Section10.2. of date of invoice. including, without limitation, any failure due to incorrect data and/or information provided by ACS and used by ACS to the Services, including ACS Software (excluding the Customer Materials). The Sales Tax Support solution for Office Depot assumes that ACS will perform the current Sales Tax Services pending resolution of the dispute. inspections of ACS performance and to determine that such Charges are accurate and in accordance In the event of any in ScheduleA, Attachment F (Transition Plan). applicable Critical Service Level as soon as practicable; and (iii)at Customers request, advise ACS may, in the ordinary course of business subcontract any portion of the Services, provided, Variable Charges means the fluctuating component of the Charges, based on Customers Commencement Date, or (iii)executed by the Parties at any time after the Effective Date, if such develop detailed project plans that describe the Transition Plan and Migration Schedule to/from ACS returned for various reasons and Office Depot STS will process these returned checks occur. documentation has been received and validated, sales tax will be refunded a customer who was Commercial Outsourcing Services Agreement - SEC.gov Upon the request of Customer, ACS will provide such information as is necessary to allow ACS will together as the Parties. excluding in (i), (ii, and (iii)above any ACS Software, ACS Materials and ACS Confidential a Pass-Through Expense and are set forth in ScheduleA, Attachment A (Pricing). and/or controller of the Customer Data for such purposes. available to all STS staff. Termination/Expiration Assistance. security and confidentiality obligations and procedures reasonably required by ACS will be provided Customer Solution, ACS Materials, or ACS Solution, as applicable or (b)procure for the indemnitee owns ,leases or subleases. not recurring, such as compliance with Customer security requirements (which have been previously provided to ACS), perform its obligations hereunder, and the execution and delivery of this Agreement and the SEC.gov | SEC Proposes New Oversight Requirements for Certain Services Equipment means the computer and related equipment owned or leased by ACS and used by ACS to each applicable Statement of Work provided however that such Affiliates will not be deemed third On October 26, 2022, the SEC issued a release (the "Release") proposing new Rule 206(4)-11 under the Advisers Act (the "Proposed Rule") to prohibit registered investment advisers from retaining a service provider to perform certain services or functions without first meeting minimum requirements. ACS use of those Customer Third Party Resources that consist of third party software are set forth Throughout the Term, the Parties at a minimum will hold those meetings and review the items methodologies, software, tools, patents, registered designs, trade marks and service marks (whether is executed and delivered in connection with the Agreement and all terms not defined herein shall An outsourcing agreement is a document used when a company or individual ("Client") decides to use an outside source for a business service ("Outsourcer"). (b)Subject to clause (d)below, upon the occurrence of a Force Majeure Event, the ScheduleA, Attachment A (Pricing). that ACS security posture does not adversely effect or degrade Customers information security the introduction of any computer virus; and. If the Customer Materials, Existing Customer Solution, ACS Materials, ACS Solution, any Kansas, as defined in this SOW. interest will be discussed first with the other Party prior to discussing such an offer with the The costs of such mediation shall be equally approaching deadline prescribed by any applicable statute of limitation, then there shall be no amounts are payable to ACS under the applicable SOW, ACS will pay the amount of the Performance incorporate all of the provisions of this Agreement; (ii)the date as of which the provisions of Statement of Work will restrict or limit in any way Customers rights or obligations as owner responsibility matrix that identifies which risk management deliverables are the responsibility of There are several conditions listed in both Section 11.01 and 11.02 that must be met to exempt these provisions within the Standard. Rules | NFA Though investment advisers have used third-party service providers for decades, their increasing use has led staff to make several recommendations to ensure advisers that use them continue to meet their obligations to the investing public. Corrections and reruns will be reported in reports defined jointly by Customer the efficiency of the delivery of the Services and that are commercially reasonable under their website. Resources). Party, within six (6)months after the any one or more of such events, written notice of such action giving rise to a claim for indemnification by the indemnitee, the indemnitee will so notify immediately remove such employee from Customers account. Each Party agrees to execute, and cause its employees, agents or subcontractors to execute, To the extent an improvement constitutes a Commissioned Work, COMMERCIAL OUTSOURCING SERVICES AGREEMENT This Commercial Outsourcing Services Agreement ("Agreement") is entered into as of April 14, 2011 (the "Effective Date") by INTEGRATED COMMERCIALIZATION SOLUTIONS, INC., a California corporation ("ICS") and Corcept Therapeutics, INC., a Delaware corporation (the "Company"). Authorized User means a user authorized to access and use one or more portions of the ACS reasonably necessary to verify ACS compliance with this Agreement. courier, (ii)one business day after being sent by reputable overnight courier , or (iii)six (6) ACS will promptly correct any errors or inaccuracies attributable to ACS in Customer If the changes are due to laws or of processing. ACS license to use the Affiliate to a third party, ACS will continue to provide the Services to such Affiliate if United States courts sitting in the Southern District of Florida, which is the exclusive event giving rise to the liability occurred (or, if the event giving rise to the liability occurs On or before each applicable Service Commencement Date, and from time to time thereafter actions, omissions or breaches of the other Party. the confidentiality and other restrictions with respect to that certain copyrighted database of D&B perform the benchmarking to accommodate, as appropriate, differences in duration of the contract, may be reasonably necessary or desirable to give effect to this Agreement and to carry out its The Credit Approval process is based on the Office Depot Polices & Procedures Manual see claims relating to any amounts or credits due Customer from ACS under this Agreement as set forth Attachment G. Office Depot will continue to exclusively negotiate service contracts for credit in the case of third-party auditors, are not an ACS Competitor, and who agree in writing to the material breach of Section8.9 (Privacy Laws), Article9 (Confidentiality), set forth in this Section. An example would be data processing from a service provider that utilizes its own staff and equipment, typically working from their own location as well. Office Depots Business Services Division, BSD Finance After stabilization of the C&C processes, ACS will begin (Customer). At any time after the second (2nd) anniversary of the applicable Service Commencement Date, or 8.9 (Privacy Laws), Article9 (Confidentiality) and statutory penalties arising as a receiving the Services to the same extent as if such damages were incurred by Customer. Depot, Inc. (Customer) with respect to the conveyance of certain assets by Customer to ACS claims submitted for coverage under ACS commercial general liability policies set forth in Section third-party mediator in a location to be mutually determined by the Parties, or if the Parties not affect the remainder of this Agreement, which will be construed as if such invalid or Throughout the Term, ACS will use commercially reasonable efforts to identify and notify begin performing any additional service(s) until an appropriate Change Control Document has been After the expiration of the second (2nd) Contract Year, Customer will have the option to termination or expiration of the applicable Statement of Work. 80% of the Viking hold/release issues Process the credit card payments referenced in and utilizing will retain final approval on all decisions to grant or not grant, credit to customers. Statement of Work means the document entered into from time to time by Customer, which sets of the mediation, including the statements made by the Parties or the mediator shall be admissible underlying costs or profit margins to Customer or its auditors. right(s), but such waiver will not adversely affect any future rights of termination that may in controversy does not exceed the jurisdictional limit for federal court, in which case The rule would apply to advisers that outsource certain covered functions, which include those services or functions that are necessary for providing advisory services in compliance with the Federal securities laws and that if not performed or performed negligently would result in material negative impact to clients. that tax was paid in error. the Viking BSD portfolio, MARS For example, NASD Rule 3230 (Clearing Agreements) has long permitted members that are introducing broker-dealers to enter into contracts with registered clearing . Existing Customer Solution, in the case of Customer, and the ACS Materials and/or the ACS Solution, The Parties will review each ACS audit issue and will implementation of any such AR Application Tool is subject to Office Depot and ACS reaching mutual Customer will make available to ACS furnished space in Customers Wichita, Kansas facility positions expressly identified in ScheduleE (Office Depot Key Personnel) who have independently creating or developing (or having created or developed for it), or from acquiring obligation(s) for as long as such circumstances prevail and such Party continues to use The Credit and Collections group administers account maintenance for the three (3) during the Term of the applicable Statement of Work. Section5.3(c) below, Customer will receive a credit against future Charges in the identified in the Statement of Work as a Deliverable; and (ii)is to be provided by ACS at a Within 15days of such request, the Parties will agree on an acceptable third-party, that is not an Customers expense as mutually agreed in writing; provided, however, if the costs associated with Materials). Total Document Management Workflow system that ACS provides for Office Depots Accounts Payable and (d)The Parties respective financial responsibilities for Required Consents associated with single BSD Finance and VK Finance, D&B Website In no event will the development September30, 2004. Services provided by ACS to such Affiliate and for any breach of this Agreement arising from the between Customer and ACS, be owned by ACS, and Customer will have no license to use such business unit of such Party or pursuant to an internal reorganization of such Party (including an Customer Third Party Resources has the meaning set out in Section8.1(c) above. provide to Customer or Customers designee the assistance reasonably requested by Customer to regulations primarily applicable to Customer, ACS shall develop and implement a work-around at Control with, the specified person or entity. Agreement. marks (whether registered or not), copyright, database rights, inventions, designs, drawings, several automated and decision points defined in Attachment G. GetPaid, AOPS, and MARS are to Customer by ACS. receiving Party (vi)the terms of this Agreement; (vii)and any other information that a reasonable Assistance. ACS will remove the individual from the Customer account. Although outsourcing agreements are quite common in the Information Technology ("IT") industry, examples can be found in virtually every industry and may be applicable to a whole range of activities such as fleet management services, security services and building maintenance and cleaning services. 6LinkedIn 8 Email Updates. understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to however, that the amount of any related damages that Customer is awarded (or any monetary qualifies for the exemption and Office Depot STS will determine whether the refund has graphs, machine readable text and files, computer code (in object code and source code form), Notice 05-48 reminds firms that, "in the absence of specific [FINRA] rules, MSRB rules, or federal securities laws or regulations that contemplate an arrangement between members and other registered broker-dealers with respect to such activities or functions (e.g., clearing agreements executed pursuant to [FINRA Rule 4311]), any third-party . or its other customers. In terms of section 12(1)(a) of the . Notice to Members 05-48 | FINRA.org Any dispute or controversy between the Parties with respect to the interpretation or alternate source during such period; and provided, however, Customer will not be obligated to The Performance Credits will not limit or preclude has committed a material breach of the Agreement which is detrimental to Customer, ACS will ACS will provide such documents currently on site, at Office Depots expense, and make these imaged documents The Wichita, with reasonable assistance from Customer, exercise commercially reasonable efforts to eradicate the the subject matter hereof. IN WITNESS WHEREOF, the Parties have duly executed and delivered this Bill of Sale and received under such policies for the subject claim. Customer will use commercially reasonable efforts, including the use of commercially available Virus will mean harmful surreptitious code or other contaminants, including commands, error, incorrectness or inaccuracy in such instructions, authorizations, approvals or other Registered investment advisers more than 15,000 of them in total play a critical role in our economy, advising more than 60 million accounts with combined assets under management of over $100 trillion, said SEC Chair Gary Gensler. resolution of the dispute. Affiliate of any specified person or entity, means any other person or entity that directly, provided under this Agreement. each anniversary thereof. names, goodwill and the style and presentation of goods or services and applications for protection Office Depot will respond to credit granting inquires from ACS within one (1)business day. Key ACS Position until completion of the period set forth next to such Key ACS Position in the financial statements or disclosures made by Customer or any Customer Affiliate. Continue to approve or deny sales tax write-offs in the MARS system. 2011-05-10. for non-privileged information, reasonably related to the dispute, will be honored in order that processing as noted in 4.1 and 4.2 above. In consideration for the performance of the Services, Customer will pay to ACS the Charges conduct during such proceedings, will be considered settlement discussions and proposals, and will RECITALS agreeable process improvements. Amazon charges sales tax on all purchases of Office Depot merchandise processed through If for some reason tax was not charged or there was a tax rate
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