Addendum

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3.1.Patent Sublicense Grant. EGX hereby grants to HSI, and HSI hereby accepts, a non-exclusive, non-transferable, royalty-free sublicense to make, have made on HSI’s behalf, use, offer to sell or sell, offer to lease or lease, import, or otherwise offer to dispose or dispose of Licensed Products as reasonably necessary for HSI to comply with its obligations under the SBIR Contract, including, without limitations, the creation and delivery of deliverables required under the SBIR Contract. The license granted in this Addendum is limited to the Valid Claims. No provision of this Addendum grants Company, by implication, estoppel or otherwise, any rights other than the rights expressly granted it in this Addendum to the Licensed Patents, or to any other EGX-owned technology, patent applications, or patents.

8.1.For purposes of this Addendum, “Intellectual Property” means any invention and improvement, whether or not patentable and whether or not reduced to practice; patents, including all applications therefor; invention disclosures; registered and unregistered designs; inventor notebooks; prototypes; industrial designs; engineering drawings; CAD files; models; theories of operation; copyrights; trade dress (excluding trademarks or applications); know-how; trade secrets; Confidential Information and/or proprietary information; technical information; suggestions and feedback; data; methods; processes; designs; process technology; plans; formulae; drawings; schematics and blue prints and all rights therein; all other intangible property and proprietary rights, whether or not subject to statutory registration or protection; and, all rights in copies and tangible embodiments thereof, whether physically recorded or stored in a retrievable or readable form, including, without limitation, information or data recorded in or on any writing, computer disk, electronic or optical storage media, or similar form.

11.ASSIGNMENT. The rights and licenses granted by EGX in this Addendum are personal to HSI and HSI shall not assign its interest or delegate its duties under this Addendum without the written consent of HSI; any such assignment or delegation made without written consent of EGX will not release HSI from its obligations under this Addendum. The preceding sentence notwithstanding, HSI, without the prior approval of EGX, may assign all, but no less than all, its rights and delegate all, but no less than all, its duties under this Addendum to a third party provided that such assignment is in connection with the sale or transfer of all or substantially all of HSI’s assets. This Addendum will inure to the benefit of the Parties and their respective permitted assignees and trustees.

6.2.HSI’s Indemnification. Throughout the term of this Addendum and thereafter, HSI shall indemnify, defend, and hold EGX and its managers, members, employees, and agents harmless from all suits, actions, claims, liabilities, demands, damages, losses, or expenses (including reasonable attorneys’ and investigative expenses, collectively, “Damages”), relating to or arising out of HSI’s acts or omissions relating to HSI’s use of the EGX Facilities and/or HSI’s sublicense rights granted herein, except to the extent such Damages are caused by the acts or omissions of EGX, its managers, members, employees or agents.

5.1.3.EGX’s Right to Terminate For Cause. EGX shall have the right to immediately terminate this Addendum, at EGX’s sole discretion, upon delivery of written notice to HSI in the event (i) of any material breach by HSI of this Addendum provided that such breach has not been cured within thirty (30) days after written notice thereof is given by EGX to HSI; or (ii) HSI becomes insolvent, files for bankruptcy, has an involuntary petition of bankruptcy filed against it which is not discharged within sixty (60) days from the date of filing, or executes an assignment for the benefit of any creditor.

5.1.2.HSI’s Right to Terminate For Cause. HSI shall have the right to immediately terminate this Addendum, at HSI’s sole discretion, upon delivery of written notice to EGX in the event (i) of any material breach by EGX of this Addendum provided that such breach has not been cured within thirty (30) days after written notice thereof is given by HSI to EGX; or (ii) EGX becomes insolvent, files for bankruptcy, has an involuntary petition of bankruptcy filed against it which is not discharged with sixty (60) days from the date of filing, or executes an assignment for the benefit of any creditor.

     This Addendum No. 1 (the “Addendum”) to the Amended and Restated Operating Agreement (“Operating Agreement”) dated as of August 1, 2013 by and among Pershing LLC (“Clearing Broker”), Loring Ward Securities Inc. (“Distributor”), and SA Funds – Investment Trust on behalf of each fund listed on Schedule A attached thereto is made on this 1st day of August, 2013 by and among Clearing Broker, Distributor, as agent (the “Fund Agent”) and the Fund(s) listed on Schedule 1 hereto (each a “Fund” and collectively, “Funds”). This addendum supplements and is part of the Operating Agreement. All Capitalized terms used in this Addendum and not Otherwise defined herein have the definitions assigned to them in the Operating Agreement.

If any Party is unable to carry out any of its obligations under this Addendum because of conditions beyond its reasonable control, including, but not limited to, acts of war or terrorism, work stoppages, fire, civil disobedience, delays associated with hardware malfunction or availability, riots, rebellions, storms, electrical failures, acts of God, and similar occurrences (“Force Majeure”), this Addendum will remain in effect and the non-performing party’s obligations shall be suspended without liability for a period equal to the period of the continuing Force Majeure (which such period shall not exceed twenty-one (21) calendar days), provided that:

a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Fund Agent or the Funds, and their respective affiliates, officers, directors, agents, controlling persons or employees (each a “Fund Indemnified Party”), Recordkeeping Agent agrees to indemnify each Fund Indemnified Party from and against any and all claims, demands, liabilities (including the amount of any resulting dilution in a Fund’s net asset value) and reasonable expenses (including reasonable attorneys’ fees) (“Losses”) which any Fund Indemnified Party may incur arising from, related to, or otherwise connected with any material breach by Recordkeeping Agent of any provision of this Addendum. In no event shall Recordkeeping Agent be liable to Fund Agent for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with any event described above.

g) Redemption Fees. Recordkeeping Agent agrees to collect all applicable redemption fees in accordance with the data obtained by Fund Agent from the applicable prospectus and provided to Recordkeeping Agent from Fund Agent or its designated agent on all Sub-Accounts and promptly remit such fees to Fund Agent. Fund Agent shall collect, or cause to be collected, all applicable redemption fees on accounts opened with the Fund on a fully-disclosed, non-omnibus basis to which accounts are not subject to the provisions of this Addendum.

b) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of Recordkeeping Agent and its affiliates, officers, directors, representatives, agents, controlling persons or employees (each a “Recordkeeping Agent Indemnified Party”), Fund Agent agrees to indemnify each Recordkeeping Agent Indemnified Party from and against any and all Losses which any Recordkeeping Agent Indemnified Party may incur arising from, related to, or otherwise connected with, any material breach by Fund Agent or any Fund of any provision of this Addendum. In no event shall Fund Agent be liable to Recordkeeping Agent for special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with any such breach.

a) Each of the parties to this Addendum shall maintain and preserve all records as required by law to be maintained and preserved in connection with this Addendum. Upon the reasonable written request of Fund Agent, Recordkeeping Agent will provide copies of all records relating to the Funds as may reasonably be requested to enable the Funds or their representatives to: (i) respond to the directors/trustees requests for information; (ii) monitor and review the services provided under this Addendum; or (iii) comply with any request of a governmental body or self-regulatory organization. Recordkeeping Agent will provide Fund Agent with access to the books and records in its possession relating to the Sub-Accounts upon reasonable prior written notice during Recordkeeping Agent’s normal business hours.

Fund Agent and each Fund acknowledges and agrees that Recordkeeping Agent may enter into agreements similar to this Addendum with other mutual funds and transfer agents. Recordkeeping Agent acknowledges and agrees that Fund Agent and the Funds may enter into addendums similar to this Addendum with other financial recordkeeping agents, securities brokers and dealers, recordkeepers and other organizations providing Recordkeeping Services to their customers.

(a) This Addendum may not be assigned or subcontracted by either party, without the prior written consent of the other party, except that: (i) either party may assign or subcontract this Addendum to an affiliate having the same ultimate ownership as the assigning or subcontracting party; and (ii) Fund Agent may, on behalf of the Funds, instruct the Funds’ transfer agent to discharge some or all of its obligations hereunder, in either case without such consent. Subject to the preceding, this Addendum will apply to, be binding in all respects upon, and inure to the benefit of successors, permitted assigns, and subcontractors of the parties. In no event shall Fund Agent or the Funds be obligated to make any payment under this Addendum to any person other than Recordkeeping Agent.

(b) Nothing expressed or referred to in this Addendum shall be construed to give anyone other than the parties to this Addendum (including the Funds) any legal or equitable right, remedy or claim under or with respect to this Addendum or any provision of this Addendum. Except with respect to Section 6 “Indemnification”, this Addendum and all of its provisions and conditions are for the sole and exclusive benefit of the parties to this Addendum (including the Funds) and their successors, permitted assigns, and subcontractors.

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