The Duty of Cooperation clause mandates that all parties involved in a contract must actively assist and work together to ensure the successful fulfillment of their contractual obligations. This includes sharing necessary information, communicating effectively, and not hindering each other's performance.
Duty of Cooperation: During the period of time that Executive receives the Severance Payment described in paragraph 3 above, Executive shall provide reasonable cooperation to the Company, including responding verbally to any questions concerning the work Executive performed for the Company. Further, Executive will provide reasonable cooperation to the Company, its parent, subsidiaries and affiliates in the defense of any litigation by third parties against any of them.
Four. The concessionaire shall endeavor to obtain and submit to the Government a declaration subscribed by each one of its dominant shareholders, including the ultimate dominant shareholder of the latter, under which they accept to be subject to this special duty of cooperation and undertake to submit any documents and provide any information, data, authorizations or proof that they may be requested for to that effect.
Duty of Cooperation: Employee agrees to cooperate fully with the Company in the defense or prosecution of any lawsuits or any other types of proceedings and in preparation of responses to any examination or investigation by any governmental entity or agency, and with respect to any other claims or matters (all such lawsuits, proceedings, examinations or investigations being collectively referred to as “Proceedings”) arising out of or in any way related to the policies and practices or conduct of the Company and its affiliates during the time Employee was employed by the Company, and Employee shall testify fully and truthfully in connection therewith. Employee further agrees, that upon reasonable notice, Employee will participate in such informal interviews by counsel for the Company as may be reasonably necessary to ascertain Employee’s knowledge concerning the facts relating to any such Proceedings, and to cooperate with such counsel in providing testimony whether through deposition or affidavit in any such Proceeding.
Duty of Cooperation. Notwithstanding anything to the contrary in this Agreement, the Parties shall have a continuing obligation to cooperate with one another as per the status quo in the completion of the Black Bear Project and the Happy Solar Project, the operations of the Joint Venture (including but not limited to ministerial tasks such as the filing of tax returns), the defense of claims against the Joint Venture (i.e., Jingoli providing defense counsel and OSS providing support in the form of documentation and witness testimony), JPOW’s surety (extant and future claims), and the ultimate wind down of the operations of the Joint Venture once its purpose for existence has ceased.
Cooperation in Proceedings. The Consultant agrees that he shall fully cooperate with respect to any claim, litigation or judicial, arbitral or investigative proceeding initiated by any private party or by an regulator, governmental entity, or self-regulatory organization, that relates to be arises from any matter with which Consultant was involved during his employment with the Company, or that concerns any matter of which Consultant has information or knowledge (collectively , a “Proceeding”). Consultant’s duty of cooperation includes, but is not limited to (i) meeting with the Company’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully Consultant’s recollection of events; (ii) appearing at the Company’s request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully Consultant’s knowledge of matters at issue; and (iii) signing at the Company’s request declarations or affidavits that truthfully state matters of which Consultant has knowledge. In addition, Consultant agrees to notify the Company’s General Counsel promptly of any requests for information or testimony that he receives in connection with any litigation or investigation relating to the Company’s business.
Executive agrees she will cooperate fully with Tenet, upon request, in relation to the defense, prosecution or other involvement in any continuing or future claims, lawsuits, charges, and internal or external investigations which arise out of events or business matters over which Executive had responsibility during her employment with the Company. Such continuing duty of cooperation shall include making herself available to the Company, upon reasonable notice, for depositions, interviews, and appearance as a witness, and furnishing information to Tenet and its legal counsel upon request. Tenet will reimburse actual documented reasonable out-of-pocket expenses necessarily incurred as a result of such cooperation, such as travel, lodging, and meals.
Duty of Cooperation and Disclosure. In any Proceeding in which Company is advancing Expenses or providing an indemnification to the Indemnitee, the Indemnitee shall fully cooperate with the person, persons, insurers or entities acting on the Company’s or Indemnitee’s behalf, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and relates to the subject Proceeding, and the Company’s indemnification and advancement obligations hereunder shall at all times be subject to the Indemnitee’ s duty of cooperation. At the time of Indemnitee’s request for indemnification, Indemnitee shall disclose to the Company all relevant facts and circumstances within the Indemnitee’s personal knowledge that pertain to the request and underlying dispute.
Post-Employment Duty of Cooperation. By virtue of Employee’s employment, Employee will know information, including but not limited to Confidential Information, that is or may be material to and necessary for the Employer to appropriately and successfully conclude matters that involve third parties. As a result, following termination of employment (regardless of the circumstances)) Employee agrees to assist, and cooperate fully with, the Employer upon reasonable request, and to do so voluntarily (without legal compulsion) when such matters arise. This duty of cooperation is intended to allow the Employer to meet its legal obligations and satisfactorily conclude matters in a manner that achieves the best result possible for the Employer.
The Employee’s duty to cooperate includes, without limitation, Employee making himself reasonably available upon reasonable notice, without subpoena, to meet with the Employer and/or their counsel to provide complete, truthful and accurate information in interviews, depositions, and trial testimony as well as other related support activity. If the Employee provides cooperation under this Section 11(D) during a period in which the Employer is paying severance pay to the Employee, then the Employer will only reimburse the Employee for all out-of-pocket travel expenses reasonably incurred at the Employer’s request.
Duty of Cooperation. Each Party covenants to take, and to cause its Related Parties to take, all such actions and to execute all such documents as may be reasonable and necessary or desirable to implement the provisions of this Agreement fully and effectively.
It is acknowledged by virtue of Employee’s executive employment, Employee has information, including but not limited to Confidential Information, that is or may be material to and necessary for the Company and Releasees to appropriately and successfully conclude matters that involve third parties. As a result, following termination of employment, Employee agrees to assist, and cooperate fully with, the Company and Releasees and to do so voluntarily (without legal compulsion) when such matters arise. This duty of cooperation is intended to allow the Company and Releasees to meet their respective legal obligations and satisfactorily conclude matters in a manner that achieves the best result possible for the Company and its affiliates.
Duty of Cooperation. Employee agrees to cooperate with the Company, and to provide all information and sign any corporate records and instruments, including intellectual property and patent related documents, that Company may hereafter reasonably request with respect to any matter involving Employee’s present or former relationship with the Company, or the work Employee has performed for present or former employees or clients of the Company, including but not limited to any litigation with respect to such matters.
Duty of Cooperation. You agree to cooperate fully and in a timely manner with the Company and its counsel with respect to any matter (including any litigation, investigation or governmental proceeding) which relates to your employment with the Company. This cooperation may include appearing from time-to-time for conferences and interviews and providing the officers of the Company and its counsel with the full benefit of your knowledge with respect to any such matter.
Covenant of Cooperation in Regulatory Matters and Litigation. Zamora acknowledges that because of his position with Vitro, he may possess information that may be relevant to regulatory or litigation matters in which Vitro is involved or may in the future be involved. Zamora agrees that he shall reasonably cooperate with Vitro in connection with any regulatory matters in which Vitro may be involved, and he agrees that he shall testify truthfully in connection with any such litigation, shall reasonably cooperate with Vitro in connection with such litigation, and that his duty of reasonable cooperation shall include an obligation to meet with Vitro representatives and/or counsel concerning such litigation for such purposes, and at such times and places, as reasonably necessary, and to appear for deposition upon Vitro’s request and without a subpoena. Zamora shall not be entitled to any compensation in connection with his duty of cooperation, except that Vitro shall reimburse Zamora for reasonable out-of-pocket expenses (including attorneys’ fees and costs) that he incurs in honoring his obligation of reasonable cooperation. Zamora further agrees that he shall cooperate as may be necessary to transition any of his previous responsibilities with Vitro to successor representatives.
Executive acknowledges that because of Executive’s position with the Company, Executive may possess information that may be relevant to or discoverable in connection with claims, litigation or judicial, arbitral or investigative proceedings initiated by a private party or by a regulator, governmental entity, or self-regulatory organization, that relates to or arises from matters with which Executive was involved during Executive’s employment with the Company, or that concern matters of which Executive has information or knowledge (collectively, a “Proceeding”). Executive agrees that Executive shall testify truthfully in connection with any such Proceeding, shall cooperate with the Company in connection with every such Proceeding, and that Executive’s duty of cooperation shall include an obligation to meet with the Company representatives and/or counsel concerning all such Proceedings for such purposes, and at such times and places, as the Company reasonably requests, and to appear for deposition and/or testimony upon the Company’s request and without a subpoena. The Company shall reimburse Executive for reasonable out-of-pocket expenses that Executive incurs in honoring Executive’s obligation of cooperation under this Section 9.
Duty of Cooperation. You agree to reasonably cooperate with MEI and its counsel after the Retirement Date with respect to any matter (including any litigation, investigation, or governmental proceeding) which relates to your employment with MEI. This cooperation may include appearing from time-to-time for conferences and interviews at mutually agreeable times and providing the officers of MEI and its counsel with the full benefit of your knowledge with respect to any such matter. MEI agrees to reimburse you for any reasonable out-of-pocket expenses incurred by you in connection with such cooperation and mutually agreed upon in advance by you and MEI.
Duty of Cooperation. Employee acknowledges that his obligation under Section 8(d) of Employment Agreement to cooperate with the Company and its counsel will survive the cessation of his employment and he hereby reaffirms such obligation.
Executive shall make himself reasonably available to Altisource at no cost and upon reasonable notice during business hours to respond to inquiries of Altisource and its advisors for a period of twenty-four (24) months from the Separation Date. During such period, Executive shall fully cooperate with Altisource and, upon reasonable notice, furnish any such information and assistance to Altisource, at Altisource’s expense, as may be required by Altisource in connection with Altisource’s defense or pursuit of any litigation, administrative action or investigation in which Altisource is or hereafter becomes a party or which Altisource undertakes. Executive’s duty of cooperation includes, but is not limited to: (i) meeting with Altisource’s attorneys by telephone or in person at mutually convenient times and places in order to state truthfully his recollection of events; (ii) appearing at Altisource’s reasonable request as a witness at depositions or trials, without the necessity of a subpoena, in order to state truthfully his knowledge of matters at issue; and (iii) signing at Altisource’s request declarations or affidavits that truthfully state matters of which Executive has knowledge. In addition, Executive agrees to notify the Altisource Chief Legal and
The duty of cooperation refers to a legal obligation where parties involved in a contract agree to work together in good faith to fulfill their contractual duties. This obligation ensures that all parties provide necessary assistance and avoid hindering the performance of the contract by another party. It is rooted in the principle that successful completion of contractual obligations often requires collaboration and mutual support.
When Should I Use Duty of Cooperation?
The duty of cooperation is applicable in any scenario where parties need to collaborate to achieve the objectives outlined in a contract. It’s particularly essential in contracts where the performance of one party depends on the active involvement or cooperation of another party. Use the duty of cooperation when:
Complex Projects: In situations involving multiple parties, like joint ventures or construction contracts, where cooperation is crucial for project success.
Ongoing Services: In service contracts, where regular interactions and exchanges of information are required.
Supply Chains: When a seamless supply chain relies on timely communication and cooperation between suppliers and distributors.
How Do I Write a Duty of Cooperation Clause?
To write a duty of cooperation clause, clarify the expectations and responsibilities of each party in ensuring mutual cooperation. Consider including the following elements:
Purpose: Define the intention behind the cooperation.
Responsibilities: Outline specific duties each party will undertake to foster cooperation.
Communication: Specify the means and frequency of communication required.
Problem Resolution: Describe procedures for addressing cooperative breakdowns or conflicts.
Example Clause:
Duty of Cooperation: Each party agrees to collaborate in good faith to ensure the successful completion of the project. The parties commit to providing necessary information and assistance and to avoiding any actions that may impede the other party’s performance. Regular meetings shall be scheduled to discuss progress and address any issues that may arise.
Which Contracts Typically Contain the Duty of Cooperation?
Contracts that typically contain the duty of cooperation include:
Construction Contracts: Given their complexity and the need for synchronization among various parties like contractors, subcontractors, and suppliers.
Joint Venture Agreements: Where partners must align efforts and resources to achieve common business goals.
Franchise Agreements: To ensure both franchisors and franchisees work towards brand consistency and growth.
Service Contracts: Such as IT support or consulting services, where ongoing collaboration impacts service delivery.
Incorporating a duty of cooperation into these contracts helps facilitate better collaboration and enhances the likelihood of successful outcomes for all parties involved.
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