Common use of Consultancy Agreement Clause in Contracts

Consultancy Agreement. (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the terms of this Section 8.4 (i) immediately upon termination of Employee’s employment without Cause by the Company or for Good Reason by Employee, or (ii) at the Company’s sole discretion, immediately upon the Company’s request following termination of Employee’s employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will commence on the date of termination of Employee’s employment and shall continue until the date that is six months following the date of termination of Employee’s employment (the “Consulting Period”). In exchange for Employee’s consulting services, Employee shall receive compensation during the Consulting Period at the same rate as Employee’s Base Salary in effect on the date of termination of Employee’s employment (“Consultancy Pay”), payable in equal monthly installments (subject to Section 6.6). (b) During the Consulting Period, Employee agrees to make himself or herself available to the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within Employee’s job description during the course of Employee’s employment. Employee agrees to respond promptly, reasonably and cooperatively to the Company’s requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the Company, but Employee will receive his or her full pay under Section 8.4(a). However, the Company reserves the right to require Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which Employee’s unique assistance is required by the Company. (Examples of special circumstances include, but are not limited to assistance in litigation or responding to regulatory inquiries). (c) In order to protect the Company’s confidential and trade secret information from use or disclosure to a party other than the Company, and to enable the Company to be able to obtain the benefits of Employee’s consulting obligations hereunder, Employee agrees that during the Consulting Period, Employee owes the Company a duty of loyalty and (i) shall not accept employment or consulting work in any capacity with, or invest in, any business opportunity or activity that is engaged at any location in the United States in any activity in which the Company or any of its Affiliates in then engaged, and (ii) will continue to abide by the provisions of paragraphs 8.1, 8.2 and 8.3 above, and (iii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliates.

Consultancy Agreement. (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the terms of this Section 8.4 (i) immediately upon termination of Employee’s employment without Cause by the Company or for Good Reason by Employee, or (ii) at the Company’s sole discretion, immediately upon the Company’s request following termination of Employee’s employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will commence on the date of termination of Employee’s employment and shall continue until the date that is six (6) months following the date of termination of Employee’s employment (the “Consulting Period”). In exchange for Employee’s consulting services, Employee shall receive compensation during the Consulting Period at the same rate as Employee’s Base Salary in effect on the date of termination of Employee’s employment (“Consultancy Pay”), payable in equal monthly installments (subject to Section 6.6)installments. (b) During the Consulting Period, Employee agrees to make himself or herself available to the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within Employee’s job description during the course of Employee’s employment. Employee agrees to respond promptly, reasonably and cooperatively to the Company’s requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the Company, but Employee will receive his or her full pay under Section 8.4(a). However, the Company reserves the right to require Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which Employee’s unique assistance is required by the Company. (Examples of special circumstances include, but are not limited to assistance in litigation or responding to regulatory inquiries). Notwithstanding the foregoing, in the event that Employee accepts employment or other consulting work within the Consulting Period, Employee will be required to spend no more than five (5) hours per week consulting with the Company. (c) In order to protect the Company’s confidential and trade secret information from use or disclosure to a party other than the Company, and to enable the Company to be able to obtain the benefits of Employee’s consulting obligations hereunder, Employee agrees that during the Consulting Period, Employee owes the Company a duty of loyalty and (i) shall not accept employment or consulting work in any capacity with, or invest in, any business opportunity or activity that is engaged at any location in the United States in any activity in which the Company or any of its Affiliates in then engaged, and (ii) will continue to abide by the provisions of paragraphs 8.1, 8.2 and 8.3 above, and (iiiii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliates.

Consultancy Agreement. (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon In the terms of this Section 8.4 (i) immediately upon termination of Employee’s event EMPLOYEE’S employment is terminated by EMPLOYER without Cause or by the Company or EMPLOYEE for Good Reason by EmployeeReason, or EMPLOYEE and EMPLOYER shall immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (ii12) at the Company’s sole discretion, immediately upon the Company’s request following termination of Employee’s employment with Cause by the Company or without Good Reason by Employeemonths Base Salary only (hereinafter “Consulting Pay”) in exchange for consulting services. The term of the consultancy will commence on be for twelve (12) months after the date of EMPLOYEE’S termination of Employee’s employment and shall continue until the date that is six months following the date of termination of Employee’s employment (the “Consulting Period”). In exchange for Employee’s consulting services, Employee shall receive compensation during ) and the Consulting Period at the same rate as Employee’s Base Salary Pay shall be paid in effect twelve (12) equal consecutive monthly installments beginning on the date first day of termination of Employee’s employment (“Consultancy Pay”), payable in equal monthly installments (subject to Section 6.6). (b) During the Consulting Period, Employee . EMPLOYEE agrees to make himself or herself available to the Company EMPLOYER for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within Employee’s EMPLOYEE’S job description during the course of Employee’s EMPLOYEE’S employment. Employee EMPLOYEE agrees to respond promptly, reasonably and cooperatively to the Company’s EMPLOYER’S requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the CompanyEMPLOYER, but Employee EMPLOYEE will receive his or her full pay under Section 8.4(a)this paragraph. However, the Company EMPLOYER reserves the right to require Employee EMPLOYEE to provide more than ten (10) hours of service per week in the event that special circumstances arise in which Employee’s EMPLOYEE’S unique assistance is required by the CompanyEMPLOYER. (Examples of special circumstances include, but are not limited to to, assistance in litigation or responding to regulatory government inquiries). (c) . In order to protect the Company’s EMPLOYER’S confidential and trade secret information from use or disclosure to a party other than the CompanyEMPLOYER, and to enable the Company EMPLOYER to be able to obtain the benefits of Employee’s EMPLOYEE’S consulting obligations hereunder, Employee EMPLOYEE agrees that during the so long as he is accepting Consulting PeriodPay pursuant to this section, Employee owes the Company a duty of loyalty and he (ia) shall will not accept employment or consulting work in any capacity with, or invest in, with any business opportunity or activity that is engaged at any location in the United States in any activity in which the Company or any competitor of its Affiliates in then engaged, EMPLOYER; and (iib) will continue to abide by the provisions of paragraphs 8.111 and 12 below. In the event that EMPLOYEE accepts subsequent employment or other consulting work within the Consulting Period, 8.2 and 8.3 above, and EMPLOYEE will be required to spend no more than five (iii5) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage hours per week consulting with EMPLOYER. EMPLOYEE understands that this is a material term of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliatesthis Agreement.

Consultancy Agreement. (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the terms of this Section 8.4 (i) immediately upon termination of Employee’s 's employment without Cause by the Company or for Good Reason by Employee, or (ii) at the Company’s 's sole discretion, immediately upon the Company’s 's request following termination of Employee’s 's employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will commence on the date of termination of Employee’s 's employment and shall continue until the date that is six twelve (12) months following the date of termination of Employee’s 's employment (the “"Consulting Period”"). In exchange for Employee’s 's consulting services, Employee shall receive compensation during the Consulting Period at the same rate as Employee’s 's Base Salary in effect on the date of termination of Employee’s 's employment (“"Consultancy Pay”"), payable in equal monthly installments (subject to Section 6.6)installments. (b) During the Consulting Period, Employee agrees to make himself or herself available to the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within Employee’s 's job description during the course of Employee’s 's employment. Employee agrees to respond promptly, reasonably and cooperatively to the Company’s 's requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by the Company, but Employee will receive his or her full pay under Section 8.4(a). However, the Company reserves the right to require Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which Employee’s 's unique assistance is required by the Company. (Examples of special circumstances include, but are not limited to assistance in litigation or responding to regulatory inquiries). Notwithstanding the foregoing, in the event that Employee accepts employment or other consulting work within the Consulting Period, Employee will be required to spend no more than five (5) hours per week consulting with the Company. (c) In order to protect the Company’s 's confidential and trade secret information from use or disclosure to a party other than the Company, and to enable the Company to be able to obtain the benefits of Employee’s 's consulting obligations hereunder, Employee agrees that during the Consulting Period, Employee owes the Company a duty of loyalty and (i) shall not accept employment or consulting work in any capacity with, or invest in, any business opportunity or activity that is engaged at any location in the United States in any activity in which the Company or any of its Affiliates in then engaged, and (ii) will continue to abide by the provisions of paragraphs 8.1, 8.2 and 8.3 above, and (iiiii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliates.