Definition of Terms Contract Clauses (461)

Grouped Into 2 Collections of Similar Clauses From Business Contracts

This page contains Definition of Terms clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Definition of Terms. The following terms referred to in this Agreement shall have the following meanings: 17.1 Affiliate. "Affiliate" with respect to any person or entity, means a person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such person or entity. 17.2 Cause. Termination for "Cause" means termination due to any of the following reasons: (i) Executive's Misconduct; (ii) Executive's violation of posted policy or rules of th...e Company; (iii) Executive's willful refusal to follow the lawful directions given by Executive's direct supervisor or the President of the Company from time to time or breach of any material covenant or obligation under this Agreement or other agreement with the Company; (iv) Executive's breach of the duty of loyalty to the Company that causes or is reasonably likely to cause injury to the Company; or (v) failure to timely secure or loss of any security clearance the Company deems necessary or desirable for Executive to perform the duties of the Position. 17.3 Customer or Prospective Customer means a person or entity for which the Company or its Affiliate provided or actively sought to provide any products or services, and with whom Executive was involved, consulted or engaged on behalf of the Company or its Affiliate during the previous two (2) years of his employment with the Company or its Affiliate. With respect to the United States Government, the term "entity" shall apply to the Command Level of the organizational or operational unit, branch, or division that initiated, managed or administered the contract (but not the entire agency itself). 17.4 Misconduct. "Misconduct" means: 17.4.1 Indictment or conviction of a felony or for an act of fraud, embezzlement or other act of gross misconduct against the Company in the performance of duties hereunder. 17.4.2 Misuse, misappropriation or disclosure of any of the Proprietary Matter, directly or indirectly, or use of it in any way, except as required or permitted in the course of Executive's employment. 17.4.3 Knowing misappropriation, concealment, or conversion of any money or property of the Company that causes or could cause injury to the Company. 17.4.4 Reckless conduct which endangers or is reasonably likely to endanger the safety of persons or property during the course of employment or while on Company premises. 17.4.5 A material violation of the Company's Code of Legal and Ethical Conduct. 17.5 Related Parties. "Related Parties" means each of the Company's present and former directors, officers, employees, trustees, agents, attorneys, insurers, shareholders, representatives, predecessors, successors and assigns, and if any, its parent corporations, subsidiaries, divisions, related and affiliated companies and entities. View More
Found in KRATOS DEFENSE & SECURITY SOLUTIONS, INC. contract
Definition of Terms. The following terms referred to in this Agreement shall have the following meanings: 17.1 Affiliate. "Affiliate" with respect to any person or entity, means a person or entity that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with, such person or entity. 17.2 Cause. Termination for "Cause" means termination due to any of the following reasons: (i) Executive's Misconduct; (ii) Executive's willful violation of posted policy or rul...es of the Company; (iii) Executive's willful refusal to follow the lawful directions given by Executive's direct supervisor or the President of the Company from time to time or breach of any material covenant or obligation under this Agreement or other agreement with the Company; or (iv) Executive's breach of the duty of loyalty to the Company that causes or is reasonably likely to cause injury to the Company; or (v) failure to timely secure or loss of any security clearance the Company deems necessary or desirable for Executive to perform the duties of the Position. Company. 17.3 Customer or Prospective Customer means a person or entity for which the Company or its Affiliate provided or actively sought to provide any products or services, and with whom Executive was involved, consulted or engaged on behalf of the Company or its Affiliate during the previous two (2) years of his employment with the Company or its Affiliate. With respect to the United States Government, the term "entity" shall apply to the Command Level of the organizational or operational unit, branch, or division that initiated, managed or administered the contract (but not the entire agency itself). 17.4 Misconduct. "Misconduct" means: 17.4.1 17.3.1 Indictment or conviction of a felony or for an act of fraud, embezzlement or other act of gross misconduct against the Company in the performance of duties hereunder. 17.4.2 17.3.2 Misuse, misappropriation or disclosure of any of the Proprietary Matter, directly or indirectly, or use of it in any way, except as required or permitted in the course of Executive's employment. 17.4.3 17.3.3 Knowing misappropriation, concealment, or conversion of any money or property of the Company that causes or could cause injury to the Company. 17.4.4 17.3.4 Reckless conduct which endangers or is reasonably likely to endanger the safety of persons or property during the course of employment or while on Company premises. 17.4.5 17.3.5 A material violation of the Company's Code of Legal and Ethical Conduct. 17.5 17.4 Related Parties. "Related Parties" means each of the Company's present and former directors, officers, employees, trustees, agents, attorneys, insurers, shareholders, representatives, predecessors, successors and assigns, and if any, its parent corporations, subsidiaries, divisions, related and affiliated companies and entities. 17.5 Restricted Period. The "Restricted Period" means a period of (a) two (2) years after the termination of Executive's employment for Cause or (b) one (1) year after the termination of Executive's employment for any other reason. View More
Found in KRATOS DEFENSE & SECURITY SOLUTIONS, INC. contract
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Definition of Terms. The following terms referred to in this agreement will have the following meanings: (a)Cause. "Cause" means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board of Directors ("Board") or (iii) intentional breach of Company confidential ...information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered "intentional or willful" unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. (b)Disability. "Disability" means that you have been unable to perform the principal functions of your duties due to a physical or mental impairment, but only if such inability has lasted or is reasonably expected to last for at least six (6) Page 3 months. Whether you have a Disability will be determined by the Board based on evidence provided by one or more physicians selected by the Board. View More
Found in SYNNEX Corporation contract
Definition of Terms. The following terms referred to in this agreement will have the following meanings: (a)Cause. (a) Cause. "Cause" means (i) commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, and which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders, (ii) intentional or willful misconduct or refusal to follow the lawful instructions of the Board of Directors ("Board") or (iii) intentional breach of Company co...nfidential information obligations which has an adverse effect on the Company or its affiliates or stockholders. For these purposes, no act or failure to act shall be considered "intentional or willful" unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. (b)Disability. (b) Disability. "Disability" means that you have been unable to perform the principal functions of your duties due to a physical or mental impairment, but only if such inability has lasted or is reasonably expected to last for at least six (6) Page 3 months. Whether you have a Disability will be determined by the Board based on evidence provided by one or more physicians selected by the Board. (c) Good Reason. "Good Reason" means the occurrence of any of the following, without your written consent: (i) a reduction in your Base Salary; (ii) a reduction your Target Bonus; (iii) (A) a material, adverse change in, or any action by the Board or any member thereof which are inconsistent with, your title, position, authority, duties, responsibilities or reporting relationships set forth by Section 1, or (B) your removal from the Board (including as a result of the failure of the Board to nominate you for election or of the shareholders of the Company to elect you to the Board); (iv) a relocation of your principal office location by more than thirty-five (35) miles from its then-current location; or (v) a material breach by the Company of a material provision of this Agreement. You cannot terminate your employment for Good Reason unless you have provided written notice to the Company of the existence of the circumstances providing grounds for termination for Good Reason within ninety (90) days of the initial existence of such grounds and the Company has had at least thirty (30) days from the date on which such notice is provided to cure such circumstances. View More
Found in SYNNEX Corporation contract
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