Consultant and Company Sample Clauses

Consultant and Company each understand and agree that the other party and its affiliates (collectively, the “Affiliates”) possess Proprietary Information (as defined below) that is important to their respective businesses, and that this Agreement creates a relationship of confidence and trust between Consultant and the Company with regard to the Proprietary Information. For purposes of this Agreement, “Proprietary Information” means all information concerning or related to the business, operations, assets, liabilities, financial condition, or prospects of an Affiliate or a party, including, without limitation: (i) all information regarding the members, managers, officers, directors, employees, equity holders, and customers, in each case whether past, present, or prospective; (ii) all software, inventions, discoveries, trade secrets, processes, techniques, methods, formulae, ideas and know-how; (iii) all financial statements, audit reports, budgets and business plans or forecasts; (iv) the terms of and engagement of Consultant pursuant to this Agreement and work produced by Consultant pursuant to this Agreement that the parties agree is proprietary; and (v) all analyses, compilations, forecasts, data studies, notes, translations, memoranda, or other documents or materials, prepared by or for Consultant and containing, based on, generated or derived from, in whole or in part, any Proprietary Information. At all times, both during the Term and after its termination, each party will keep in confidence and trust, and will not use or disclose, any Proprietary Information of the other party without the prior written consent of that other party. No rights, licenses, or other rights to use the Proprietary Information of a disclosing party are granted by this Agreement. All Company Proprietary Information and related materials Company discloses to Consultant, and all Consultant Proprietary Information and related materials that Consultant discloses to Company shall remain the property of the disclosing party or the Affiliate of the disclosing party that created the information. A party receiving Proprietary Information from the other party shall promptly return to the disclosing party all documents and any tangible material or medium containing or representing such Proprietary Information upon request of the disclosing party and promptly after termination of this Agreement, and the receiving party shall not retain copies, extracts, or other reproductions, in whole or in part, of such info...
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Consultant and Company acknowledge that from time to time the Company may need, and the Consultant may be in a position to provide, certain transactional services such as locating a successful acquisition or merger candidate or locating and raising private placement funding. The parties agree that any such services shall be performed, and the payment for such services shall be made, on a transaction-by-transaction basis pursuant to the terms of a separate written agreement to be entered into by the parties. The parties do agree, however, that in the event the parties do enter into such a separate written agreement, such written agreement shall provide for compensation of Consultant in substantially the following manner: A. If the Consultant exclusively locates and presents the Company with an acquisition and/or merger candidate that results in the successful closing of such acquisition and/or merger, then the Company shall pay the Consultant a finders fee at such closing. This finders fee shall be paid in shares of the Company's common stock (as listed on NASDAQ) in an amount based on the Lehmxx xxxmula (such shares being referred to herein as the "Finders Fee Shares"). The value of the transaction for which a finders fee shall be payable to Consultant based on the Lehmxx xxxmula, whether in connection with a merger, acquisition and/or consolidation shall be the consideration paid or received by the Company or its shareholders as the case may be, or if such determination cannot be readily ascertained then the value shall be that of the transaction taken in its entirety. In the event of any dispute as to the value of the transaction or the calculation of the finders fee, the Consultant and the Company shall have the right to mutually select a qualified third party to determine such valuation and/or finders fee, which determination shall be final and binding. The expenses of such third party shall be shared equally between the parties. The 3 number of shares issuable to Consultant shall then be determined by dividing the finders fee by the closing bid price of the shares of the Company's common stock on NASDAQ on the date of the closing of the merger or acquisition. If, at any time during the period in which the Consultant owns the Finder Fee Shares, the Company proposes to file a registration statement or notification under the Securities Act for the primary or secondary sale of any debt or equity security, it will give written notice at least 30 days prior to the filing of such ...
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Consultant and Company acknowledge and agree that Consultant is an independent contractor and not an agent or employee of Company and that Consultant has no authority to bind Company. Inasmuch as Consultant is an independent contractor under applicable current laws and regulations, Company will not withhold income, social security or other taxes from payments made under this Section
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Consultant and Company acknowledge and agree that in providing the Services the Consultant will be acting as an independent contractor. The Consultant and its employees and agents are not officers, directors or agents of the Company, and will not be responsible for any management decisions on behalf of the Company, and may not commit the Company to any action. The Company and the Consultant further acknowledge and agree that the Consultant does not have, through stock ownership or otherwise, the power to control the Company as “control” is defined in the Act, the Exchange Act, or as used in common usage.
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Consultant and Company agree to cancel and cease any continuing obligations under the Employment Agreement, as well as any and all amendments and modifications to such agreement, all severance benefits whether provided for in such Employment Agreement or otherwise, except as otherwise provided in Section 3(b) herein.
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Consultant and Company. This Agreement may be terminated at the discretion of either party on not less than fifteen (15) days prior written notice.
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Consultant and Company agree that Consultant shall not be subject to the provisions of any personnel policy or rules and regulations applicable to employees, as the Consultant shall fulfill his responsibility independent of and without supervisory control by Company.
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Consultant and Company acknowledge and agree that (i) Consultant is entering into the Agreement and these Uniform Terms and Conditions in Consultant’s individual capacity and not as an employee or agent of UT Southwestern, (ii) UT Southwestern is not a party to the Agreement or the Uniform Terms and Conditions and has no liability or obligation under them, and (iii) UT Southwestern is an intended third-party beneficiary of the Uniform Terms and Conditions, and certain provisions of the Uniform Terms and Conditions are for UT Southwestern’s benefit and are enforceable by UT Southwestern in its own name.
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Consultant and Company mutually agree to indemnify and hold the other party, its shareholders, directors, officers, employees, agents and assignees harmless against liability for any and all claims arising out of this Agreement.
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Related to Consultant and Company

  • Employment and Consulting Agreements Xxxxxxx X. Xxxx and Xxxx X. Xxxxxx shall have executed and delivered employment agreements with BRI, and Xxxxxx Xxxx shall have executed and delivered a Consulting Agreement with BRI.

  • Engagement of Consultant The Company hereby engages Consultant to ------------------------- assist the Company in programming services.

  • Disclosure of Prior State Employment – Consulting Services If this Contract is for consulting services, A. In accordance with Section 2254.033 of the Texas Government Code, a Contractor providing consulting services who has been employed by, or employs an individual who has been employed by, System Agency or another State of Texas agency at any time during the two years preceding the submission of Contractor’s offer to provide services must disclose the following information in its offer to provide services. Contractor hereby certifies that this information was provided and remains true, correct, and complete: 1. Name of individual(s) (Contractor or employee(s)); 2. Status; 3. The nature of the previous employment with HHSC or the other State of Texas agency; 4. The date the employment was terminated and the reason for the termination; and 5. The annual rate of compensation for the employment at the time of its termination. B. If no information was provided in response to Section A above, Contractor certifies that neither Contractor nor any individual employed by Contractor was employed by System Agency or any other State of Texas agency at any time during the two years preceding the submission of Contractor’s offer to provide services.

  • Employment and Compensation The following terms and conditions will govern the Executive’s employment with the Company throughout the Term.

  • Affiliated Company Affiliated Company" of any Person means any entity that controls, is controlled by, or is under common control with such Person. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through ownership of voting securities or other interests, by contract or otherwise.

  • Consulting Teachers 14.3.1 A Consulting Teacher provides assistance to a Participating Teacher pursuant to the PAR program. The qualifications for the Consulting Teacher shall be set forth in the Rules and Procedures, with the minimum qualifications: (a) Must be a permanent, credentialed, bargaining unit member. (b) Must have successfully taught in the Murrieta Valley Unified School District or three of the last five years, spending at least fifty percent of a full-time position providing instruction to students. (c) With Association Representative Council approval, the minimum number of years in Article 13.3.1.b may be changed from three to two. Request must be in writing. (x) Xxxxx demonstrate exemplary teaching abilities, as indicated by effective communication skills, extensive knowledge and mastery of subject matter, and mastery of a range of teaching strategies necessary to meet the needs of pupils in different contexts. 14.3.2 Each applicant for the position of Consulting Teacher shall be required to submit a) From a site principal or other school district administrator and, b) From an Association member. 14.3.3 Consulting Teachers shall be selected and submitted for approval to the Governing Board by five (5) affirmative votes of the Joint Committee following classroom observations by the committee members. 14.3.4 A Consulting Teacher shall be provided necessary release time as approved by the Joint Committee. 14.3.5 A Consulting Teacher who has been selected to fill an administrative position within the District may not continue to serve as a Consulting Teacher. 14.3.6 The Joint Committee will monitor and evaluate the effectiveness of the Consulting Teachers and make decisions regarding their continuation in the program. The Joint Committee may remove a Consulting Teacher from the position at any time because of the specific needs of the PAR Program, unsatisfactory performance of the Consulting Teacher, or for other reasons which serve the PAR Program's best interest. Prior to the effective date of such removal, the Joint Committee will meet with the Consulting Teacher. 14.3.7 Consulting Teachers shall assist Participating Teachers by demonstrating, observing, coaching, conferencing, in-servicing, referring, or by any other activities which, in their professional judgement, will assist the Participating Teacher. 14.3.8 The Consulting Teacher shall meet with the Referred Participating Teacher to discuss the PAR program, establish mutually agreed upon performance goals, develop the improvement plan, and develop a process for determining successful completion of the plan. The Consulting Teacher shall conduct multiple observations of the Referred Participating Teacher's performance with students, and shall meet with the Participating Teacher to review and discuss observations. 14.3.9 The Referred Participating Teacher shall be entitled to review all reports generated by the Consulting Teacher prior to their submission to the Joint Committee and to have affixed thereto his/her comments. To effectuate this right, the Consulting Teacher shall provide the Participating Teacher being reviewed with copies of such reports at least ten (10) working days prior to any such meeting. 14.3.10 The Consulting Teacher shall monitor the progress of the Referred Participating Teacher and provide periodic written reports to the Referred Participating Teacher for discussion and review, prior to sending periodic written reports to the Joint Committee. 14.3.11 The Consulting Teacher shall provide assistance, not to exceed one school year, to the Referred Teacher until he/she concludes that the teaching performance of the Referred Teacher is satisfactory, or that further assistance will not be productive. The Joint Committee may offer assistance beyond the one-year period. A copy of the Consulting Teacher's Final Report shall be submitted to and discussed with the Referred Participating Teacher to receive his/her input before it is submitted to the Joint Committee. The Referred Participating Teacher shall sign the report to indicate that he/she received a copy. The Referred Participating Teacher shall have the right to submit a written response that shall be attached to the Consulting Teacher's report, within ten (10) working days. The Referred Participating Teacher shall also have the right to request and meet with the Joint Committee to discuss the Consulting Teacher's report accompanied by an Association representative. 14.3.12 The results of the Referred Participating Teacher's participation in the PAR program shall be made available for placement in his/her personnel file, and may be used in the evaluation of the Referred Participating Teacher. 14.3.13 Upon the completion of the contracted term of service as a Consulting Teacher, if the Consulting Teacher were released from regular classroom duties, he/she shall be returned 14.3.14 The District shall defend and hold harmless individual members of the Joint Committee and Consulting Teachers from any lawsuit or claim arising out of the performance of their duties under this Program. The Association retains the right to participate in the litigation. 14.3.15 Consulting Teachers, Support Providers, and teacher members of the Joint Committee shall not be considered management or supervisory employees as defined in the Educational Employment Relations Act, and shall retain their status as bargaining unit members.

  • Services and Compensation Consultant shall perform the services described in Exhibit A (the “Services”) for the Company (or its designee), and the Company agrees to pay Consultant the compensation described in Exhibit A for Consultant’s performance of the Services.

  • Affiliated Entities As used in this Agreement, "Company" shall include the Company and each corporation, limited liability company, partnership, or other entity that is controlled by the Company, or is under common control with the Company (in each case "control" meaning the direct or indirect ownership of 50% or more of all outstanding equity interests), provided, however, that the Executive's title need not be identical for each of the affiliated entities nor the same as that for the Company.

  • Consultant Consultant agrees to indemnify, defend, and shall hold harmless Client, its directors, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such an action arises out of the gross negligence or willful misconduct of Consultant.

  • Employment and Employee Benefits Matters (a) Parent shall, and shall cause the Surviving Corporation and each of its other Subsidiaries to, for the period commencing at the Effective Time and ending December 31, 2019, maintain for each individual employed by the Company or any of its Subsidiaries at the Effective Time (each, a “Current Employee”) (i) each of base compensation and a target annual cash incentive compensation opportunity at least as favorable as that provided to the Current Employee as of immediately prior to the Effective Time, (ii) benefits that are at least as favorable as the benefits maintained for and provided to the Current Employee as of immediately prior to the Effective Time and (iii) severance benefits that are at least as favorable as the severance benefits provided by the Company to the Current Employees as of immediately prior to the Effective Time to the extent set forth in Section 4.13(a) of the Company Disclosure Schedule. (b) Parent shall, and shall cause the Surviving Corporation to, cause service rendered by Current Employees to the Company and its Subsidiaries, prior to the Effective Time to be taken into account for all purposes under employee benefit plans of Parent, the Surviving Corporation, and its Subsidiaries, to the same extent as such service was taken into account under the corresponding Company Plans immediately prior to the Effective Time for those purposes; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. Without limiting the generality of the foregoing, Parent shall not, and shall cause the Surviving Corporation to not, subject Current Employees to any eligibility requirements, waiting periods, actively-at-work requirements or pre-existing condition limitations under any employee benefit plan of Parent, the Surviving Corporation or its Subsidiaries for any condition for which they would have been entitled to coverage under the corresponding Company Plan in which they participated prior to the Effective Time. Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to give such Current Employees credit under such employee benefit plans for any eligible expenses incurred by such Current Employees and their covered dependents under a Company Plan during the portion of the year prior to the Effective Time for purposes of satisfying all co-payment, co-insurance, deductibles, maximum out-of-pocket requirements, and other out-of-pocket expenses applicable to such Current Employees and their covered dependents in respect of the plan year in which the Effective Time occurs; provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits or the funding thereof with respect to the same period of service. (c) No provision of this Agreement (i) prohibits Parent or the Surviving Corporation from amending or terminating any individual Company Plan or any other employee benefit plan, (ii) confers upon any director, Current Employee or service provider of the Company or any Subsidiary or Affiliate thereof any right to continue in the employ or service of the Surviving Corporation, Parent or any Subsidiary or any Affiliate thereof for any period of time, or shall interfere with or restrict in any way the rights of the Surviving Corporation, Parent or any Subsidiary or Affiliate thereof to discharge or terminate the services of any director, employee or individual service provider of the Company or any Subsidiary or Affiliate thereof at any time for any reason whatsoever, with or without cause, or (iii) constitutes the establishment or adoption of, or amendment to, any Company Plan or employee benefit plan. No Current Employee or any other individual employed by, or providing services to, the Company or its Subsidiaries has any third-party beneficiary or other rights with respect to this Agreement.

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