(iii) Maintain and manage all employee benefit plans, including health, dental and vision insurance, 401(k) plans, workers` compensation insurance and other benefits in accordance with the client`s instructions; and (a) in consideration for the Services provided for in Section 1.1, The Customer shall pay to the Company as compensation an amount equal to all direct and indirect expenses reasonably and fairly determined by the Company to award the Services to the Customer. The basis for determining all direct and indirect costs allocated to the customer is based on the company`s usual practices for internal cost allocation. These bases will be modified and adjusted as necessary and appropriate to reflect in a fair and equitable manner the actual impact of the costs incurred by the Company on behalf of the Client. 10.11 Cooperation. The Client will work with the Company to take action and, if necessary, execute documents to achieve the objectives of this Agreement. The Client agrees that the Company`s Performance depends on the Client`s timely and effective cooperation with the Company. Accordingly, the Client acknowledges that any delay by the Client may result in the Company being released from any obligation or deadline or that the Client will have to pay additional costs for the Company`s agreement to comply with a particular obligation or deadline despite the delay. 6.1 Confidential Information. The Client and the Company hereby undertake to keep confidential all confidential information relating to the other party. “Confidential Information” means any information disclosed or obtained by either Party to the other Party as a result of the relationship between the Parties under this Agreement or any other agreement between the Parties, whether oral, visual, written or in any other material form, and includes, but is not limited to, economic and trade data. However, business and other plans may not contain (i) information that generally becomes publicly available by any means other than disclosure in violation of this Section 6.1, (ii) information contained about a subsidiary other than both is listed in the business policy, and the assembly plant is suing the component plant at the expense of the recall. The separation of insurance clauses treats the two subsidiaries as if they had their own policy.
Unless there is an exclusion from intercompany lawsuits on the products, the insurer would be liable for the claims. [Intercompany Services Contract Signature Page] 10.8 Disputes. The Company and the Client acknowledge that any dispute arising from this Agreement is best resolved at the operational level by the parties directly involved. Both sides are encouraged to be resourceful in designing dispute settlement mechanisms and procedures at this level. These efforts include referring all remaining contentious issues to a higher authority within each participating party`s organization for resolution. If disputes are not resolved at the organizational level, the Company and the Client agree that any dispute remaining arising out of or in connection with this Agreement will be subject to non-binding mediation that will take place at the Company`s principal place of business with a mutually agreed upon mediator with experience in Texas law, unless the Company and the Client agree otherwise. If the dispute is not resolved through non-binding mediation, the parties may take other appropriate steps reasonably necessary to resolve such disputes. confidential basis for either party from a source other than the other party to this Agreement, provided that such party has reason to believe that such source does not process or need to keep such information confidential, (iii) information independently acquired or developed by either party without violating this Section 6.1 or any other confidentiality agreement with the other party; (iv) information disclosed to the Company by the Client, which is or will be a product of work in accordance with Article 7.1, and (v) information that either party reasonably believes to be required to disclose by law, provided that they first inform the other party of such request and give that party a reasonable opportunity to seek a protection order or other appropriate remedy; to prevent such disclosure.
Without prejudice to the rights and remedies of either party to this Agreement, a party that discloses Confidential Information to the other party in accordance with the terms of this Agreement shall be entitled to a reasonable remedy by injunctive relief if the other party violates or threatens to violate any provision of this Section 6.1. Upon termination of this Agreement, either party will promptly return all Confidential Information to the other party or confirm its destruction to the other party and will not retain any copies, extracts or other reproductions thereof; provided that the Company is required to return or destroy the confidential information contained in the Work Product only to the extent reasonably possible while the Work Product is still being retained. 7.1 Rights in the Product of the Work. The Client shall not have the right to sublicense, transfer, assign, transfer or permit a Third Party to use or copy a Work Product, it being understood that the Work Product provided is the Company`s own assets and may only be used for the Client`s internal purposes. Upon termination of this Agreement, all of Customer`s rights under the previous license to the Work Product will terminate immediately and Customer shall have no further rights therein. 8.1 Maintenance. Each Party shall maintain books, accounts and records in a manner that clearly and accurately discloses the nature and details of transactions under this Agreement, including the accounting information necessary to justify the relevance of the fees or charges to each Party, and that allows for the determination of fees related to this Agreement in accordance with generally accepted accounting principles. .
