A cooperation clause requires that all parties involved in a contract work together collaboratively and provide necessary support to each other to fulfill the terms and conditions of the agreement. This may include sharing information, resources, and assistance to ensure the successful completion of contractual obligations.
4. Cooperation Clause. After the Termination Date, Calandra agrees to make himself reasonably available to provide transition assistance to the Company through August 31, 2020. Calandra also agrees to exercise his best, good faith efforts to (a) cooperate fully with the Company and its affiliates and their respective counsel in connection with any pending or future litigation, arbitration, administrative proceedings, or investigation relating to any matter that occurred during his employment in which he was involved or of which he has knowledge; and (b) respond in good faith to any telephone calls and/or information requests from the Company or its representatives within a reasonable period of time. Calandra further agrees that, in the event he is subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony or provide documents (in a deposition, court proceeding or otherwise), which in any way relates to his employment by TAILORED BRANDS, he will give prompt notice of such request to the General Counsel of the Company and, unless legally required to do so, will make no disclosure until the Company and/or its affiliates have had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure. Failure to cooperate or respond in a timely fashion will be considered a material breach of this Agreement. If Calandra is required to travel or incur other expenses as a result of any requests made to his by the Company pursuant to this Cooperation Clause, the Company shall bear, and reimburse Calandra for, all reasonable out of pocket costs of any such expenses.
11) COOPERATION In the event a dispute arises between, and a complaint is filed in a U.S. court naming, the Company on the one hand and any other person on the other concerning any of the Activities covered by this Agreement, the Consultants agree to provide to the Company any assistance that may be required including, but not limited to, the provision of such documents and testimony as may be reasonably requested by the Company. Notwithstanding the foregoing, the Company shall attempt to minimize the amount of time and effort that the Consultants are required to expend in satisfaction of the above cooperation clause and further to compensate the Consultants in accordance with the fees set forth in Appendix A for any such time actually expended to the extent that the dispute does not pertain to the alleged professional misconduct or malfeasance of the Consultants, in which case fees will be withheld pending resolution of the dispute, and if previously paid returned to the Company.
18.Cooperation Clause. The Employee agrees to cooperate with the Company’s and its counsel’s reasonable requests for information or assistance, including related to any Company internal investigation or review of compliance, legal or any other issues, response to any lawfully served civil or criminal subpoenas, and defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company. The Company agrees to reimburse
17. Cooperation Clause. Upon the receipt of reasonable notice from the Company (including outside counsel), Employee agrees that Employee will respond and provide information with regard to matters in which Employee has knowledge as a result of Employee’s employment with the Company, and will provide reasonable assistance to the Company, its affiliates and their respective representatives in defense of all claims that may be made against the Company or its affiliates, and will assist the Company and its affiliates in the prosecution of all claims that may be made by the Company or its affiliates, to the extent that such claims may relate to the period of Employee’s employment with the Company. Employee will testify truthfully in connection with any lawsuit, investigation, proceeding, administrative review, or arbitration. Employee agrees to promptly inform the Company if Employee becomes aware of any lawsuit involving such claims that may be filed or threatened against the Company or its affiliates. Employee also agrees to promptly inform the Company (to the extent that Employee is legally permitted to do so) if Employee is asked to assist in any investigation of the Company or its affiliates (or their actions), regardless of whether a lawsuit or other proceeding has then been filed against the Company or its affiliates with respect to such investigation, and shall not provide such assistance unless legally required. Upon presentation of appropriate documentation, the Company shall pay or reimburse Employee for all reasonable out-of-pocket travel, duplicating or telephonic expenses incurred by Employee in complying with this Section 17. Any such cooperation request from the Company shall be reasonable and shall accommodate Employee’s personal and business commitments and shall not interfere with Employee’s ability to engage in gainful employment. If, following March 2023, the amount or duration of the time required by Employee to provide such cooperation exceeds four hours in any week, the Company will provide reasonable compensation to Employee, as an independent contractor, at a rate to be determined by the parties, subject to Employee’s submission of an invoice setting forth the time incurred and a description of such cooperation services.
17. Cooperation Clause. The Employee agrees to cooperate with the Company’s and its legal counsel’s reasonable requests for information or assistance, including related to the Company’s finance and accounting matters, any Company internal investigation or review of compliance, legal or any other issues, response to any lawfully served civil or criminal subpoenas, and defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company. The Company agrees to reimburse the Employee for any reasonable expenses incurred by the Employee in connection with such cooperation as long as the parties have discussed and agreed upon the expense before it is incurred. The Employee may retain independent counsel of her choice if she is personally named in any legal action related to her employment with the Company, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld. Except as required by law, or authorized in advance by the Company’s General Counsel, the Employee will not communicate, directly or indirectly, with any third party, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company or any of its directors or officers is being contemplated, concerning the operations of the Company or the legal positions taken by the Company. Except as required by law, if asked about any such individuals or matters, the Employee shall say: “I have no comment,” and shall direct the inquirer to the Company’s General Counsel. The Employee acknowledges that any violation of this Section 17 will result in irreparable harm to the Company and will, in addition to other available remedies, shall be entitled to immediate injunctive relief and to an award in an amount equal to the Transition Bonus Payment paid to her as the date of such breach.
18.Cooperation Clause. You agree to cooperate with the Company in connection with any legal matters or investigations, if so requested by the Company. Such cooperation includes, without limitation, agreeing to make yourself available at the Company’s request to consult, advise and assist with respect to legal and business matters about which you had knowledge or responsibility during your employment with the Company, or about which the Company reasonably believes you have such knowledge or your assistance may be helpful. In performing your obligations to cooperate under this Agreement to testify or otherwise provide information, you will truthfully and completely provide requested information to the extent that you are able to do so. You agree that the consideration set forth in this Agreement is sufficient consideration for this cooperation.
Cooperation Clause. Executive agrees that Executive will cooperate with ICF in its investigation, defense or prosecution of any potential or actual claim or lawsuit by or against ICF or its affiliates. As used herein, the term “cooperate” means being available from time to time for meetings with counsel, not communicating with non-governmental parties known to be adverse to ICF except by way of deposition or trial testimony, being available for deposition and trial testimony upon instruction of counsel for ICF, and executing those documents and truthful affidavits requested from time to time by counsel to ICF, provided, however, that nothing herein shall preclude Executive from responding to or participating in any inquiry by any government agency. If, during the 12 month period immediately following the Separation Date, Executive is requested to participate in ICF’s investigation, defense, or prosecution of any potential or actual claim, Executive shall not be entitled to any additional compensation for providing such services, but shall be reimbursed for any reasonable expenses incurred by Executive in providing such assistance. Following the 12 month anniversary of the Separation Date, if Executive's assistance is required under this provision, the Company will reimburse Executive for any lost wages or leave, in addition to any reasonable expenses, Executive incurs in assisting ICF in any such matter.
20.Cooperation Clause. (a)To facilitate the orderly conduct of the Company and its Related Entities’ businesses, for the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company and its Related Entities’ reasonable requests for information or assistance related to the time of his/her employment. (b)For the twelve (12)-month period following the Effective Date, Executive agrees to cooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’s reasonable requests for information or assistance related to (i) any investigations (including internal investigations) and audits of the Company’s and its Related Entities’ management’s current and past conduct and business and accounting practices and (ii) the Company’s and its Related Entities’ defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which Executive was employed by the Company and its Related Entities. The Company will promptly reimburse Executive for his/her reasonable, customary and documented out-of-pocket business expenses in connection with the performance of his/her duties under this Section 20. Except as required by law or authorized in advance by the Board of Directors of the Company, Executive will not communicate, directly or indirectly, with any third party other than Executive’s legal counsel, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company and its Related Entities or any of their directors or officers is being contemplated, concerning the management or governance of the Company and its Related Entities, the operations of the Company and its Related Entities, the legal positions taken by the Company and its Related Entities, or the financial status of the Company and its Related Entities. If asked about any such individuals or matters, Executive shall say: “I have no comment,” and shall direct the inquirer to the Company. Executive acknowledges that any violation of this Section 20 will result in irreparable harm to the Company and its Related Entities and will give rise to an immediate action by the Company and its Related Entities for injunctive relief.
21.Cooperation Clause. You agree to cooperate with the Company in connection with any legal matters or investigations, if so requested by the Company. Such cooperation includes, without limitation, agreeing to make yourself available at the Company’s request to consult, advise and assist with respect to legal and business matters about which you had knowledge or responsibility during your employment with the Company, or about which the Company reasonably believes you have such knowledge or your assistance may be helpful. In performing your obligations to cooperate under this Agreement to testify or otherwise provide information, you will truthfully and completely provide requested information to the extent that you are able to do so. To the extent your obligations to cooperate under this Agreement requires your expenditure of more than de minimis time, the Company will compensate you for your time at a rate of $500 per hour. The Company’s obligation to pay you for your time is conditioned on your submission of documentation recording the date and amount of time expended by you as well as a general description of the activities in which you were engaged in fulfillment of your cooperation obligations. In addition, any and all reasonable expenses incurred by you in connection with performing your obligations to cooperate under this Agreement will be reimbursed by the Company upon your submission of suitable expense documentation and provided that any such expense is approved in advance in writing by the Company.
17.Cooperation Clause. The Employee agrees to cooperate with the Company’s and its legal counsel’s reasonable requests for information or assistance, including related to the Company’s finance and accounting matters, any Company internal investigation or review of compliance, legal or any other issues, response to any lawfully served civil or criminal subpoenas, and defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company. The Company agrees to reimburse the Employee for any reasonable expenses incurred by the Employee in connection with such cooperation as long as the parties have discussed and agreed upon the expense before it is incurred. The Employee may retain independent counsel of her choice if she is personally named in any legal action related to her employment with the Company, subject to the prior written consent of the Company, which consent shall not be unreasonably withheld. Except as required by law, or authorized in advance by the Company’s General Counsel, the Employee will not communicate, directly or indirectly, with any third party, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company or any of its directors or officers is being contemplated, concerning the operations of the Company or the legal positions taken by the Company. Except as required by law, if asked about any such individuals or matters, the Employee shall say: “I have no comment,” and shall direct the inquirer to the Company’s General Counsel. The Employee acknowledges that any violation of this Section 17 will result in irreparable harm to the Company and will, in addition to other available remedies, shall be entitled to immediate injunctive relief and to an award in an amount equal to the Transition Bonus Payment paid to her as the date of such breach.
Section 10. COOPERATION CLAUSE. Employee agrees to cooperate in good faith and to timely respond to reasonable requests from or inquiries by Company, its assignee and counsel for assistance and information in connection with any matter involving litigation, administrative proceedings, arbitration or governmental investigations other than in matters in which the dispute is solely between the Employee and Company. The Employee’s cooperation shall include being reasonably available for, without limitation, interviews, depositions, and trial testimony. Should Employee be called to testify by or on behalf of Company as a witness before any tribunal or in any formal legal proceeding, Employee will be reimbursed for the reasonable costs of all associated travel.
17. Cooperation Clause. During the Consulting Term, the Employee agrees to cooperate with the Company’s and its counsel’s reasonable requests for information or assistance, including related to any Company internal investigation or review of compliance, legal or any other issues, response to any lawfully served civil or criminal subpoenas, and defense of, or other participation in, any administrative, judicial, or other proceeding arising from any charge, complaint or other action which has been or may be filed relating to the period during which the Employee was engaged in employment with the Company. The Company agrees to reimburse Employee for any reasonable expenses incurred by Employee in connection with such cooperation as long as the parties have discussed and agreed upon the expense before it is incurred. Except as required by law, or authorized in advance by the Company’s General Counsel, the Employee will not communicate, directly or indirectly, with any third party, including any person or representative of any group of people or entity who is suing or has indicated that a legal action against the Company or any of its directors or officers is being contemplated, concerning the operations of the Company or the legal positions taken by the Company. If asked about any such individuals or matters, the Employee shall say: “I have no comment,” and shall direct the inquirer to the Company’s General Counsel. For purposes of clarification, in the event that the Employee does receive a communication from someone who has filed a lawsuit or is contemplating litigation, but the Employee only becomes aware of that fact during that communication, the Employee shall say “I have no comment” at such time and such action will not be in breach of this Section 17.
A Cooperation Clause is a provision commonly found in contracts that requires all parties to work together and perform all necessary actions to fulfill the terms and objectives of the agreement. This clause ensures that each party will assist the other in the performance of their respective responsibilities, providing necessary information, approvals, or documentation, and generally aiding the process in good faith to achieve mutual goals.
You should include a Cooperation Clause in a contract when the successful execution of the agreement requires the active and ongoing involvement of all parties. This is particularly important in agreements where:
When drafting a Cooperation Clause, it is important to clearly outline the expectations and obligations of each party. Here is a sample template:
Cooperation Clause
Each party agrees to cooperate fully with the other(s) in the performance of this Agreement and to undertake such actions and provide such information as necessary to fulfill the terms of this Agreement. This includes, but is not limited to, providing timely responses to information requests, attending necessary meetings, and executing related documents. Each party shall act in good faith and take all necessary steps to assist the other party(ies) in achieving the objectives of this Agreement.
Make sure to tailor the language to the specific needs and context of your agreement.
A Cooperation Clause is commonly found in the following types of contracts:
In essence, any contract where the successful performance depends on coordinated efforts and mutual assistance may benefit from a Cooperation Clause.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
A Disclaimer of Damages clause limits or eliminates a party's liability for certain types of losses, such as consequential, incidental, or punitive damages, that may arise from a breach of contract or other incidents. This clause is designed to reduce potential financial exposure and can significantly impact the scope of recoverable damages in a legal dispute.
The due diligence period in a contract is a designated timeframe during which the buyer is allowed to thoroughly inspect and evaluate the property or assets involved in the transaction. This period aims to ensure the buyer can identify any potential issues and make informed decisions before finalizing the agreement.
An EBITDA bonus clause outlines additional compensation for employees based on the company's Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) performance. It serves to incentivize employees to enhance the company's profitability and operational efficiency, directly tying their bonus to financial success.
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