Common use of Consultant’s Business Conduct Clause in Contracts

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "4" hereinabove until the Effective Termination. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "9" hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business Business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Consulting Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors Company has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business Business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 3010-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Consulting Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to to. the Consultant under Article "4" hereinabove will continue until the Effective TerminationTermination Date. In this regard it is hereby acknowledged and agreed by the Parties hereto that, unless otherwise agreed to or finally determined by arbitration in accordance with Article "8" hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, the Consultant shall then be required to conduct a Return of the Residual Signing Bonus Shares to the Company for cancellation in the manner as set forth in section "3.3" hereinabove. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "98" hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business Business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Consulting Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors Company has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business Business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 3010-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Consulting Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "4" hereinabove will continue until the Effective TerminationTermination Date. In this regard it is hereby acknowledged and agreed by the Parties hereto that, unless otherwise agreed to or finally determined by arbitration in accordance with Article "8" hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, the Consultant shall then be required to conduct a Return of the Residual Signing Bonus Shares to the Company for cancellation in the manner as set forth in section "3.3" hereinabove. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "98" hereinbelow.

Consultant’s Business Conduct. 5.6 The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business Business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Consulting Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors Company has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business Business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 3010-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Consulting Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "4" hereinabove will continue until the Effective TerminationTermination Date. In this regard it is hereby acknowledged and agreed by the Parties hereto that, unless otherwise agreed to or finally determined by arbitration in accordance with Article "8" hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, the Consultant shall then be required to conduct a Return of the Residual Signing Bonus Shares to the Company for cancellation in the manner as set forth in section "3.3" hereinabove. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "98" hereinbelow.. Right of ownership to the Business and related Property

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Consultant and Xx. Xxxxxx all of the amounts otherwise payable to the Consultant and Xx. Xxxxxx under Article "4" hereinabove until the Effective Termination. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "9" hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant it shall conduct the business its General Services and other related activities in a manner which is lawful and reputable and which brings good repute to the Company, to the Consultant and to the Business of the Company's business interests and the Consultant. In particular, and in this regard, regard the Consultant specifically warrants to provide the all General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors Company has a reasonable concern that the business General Services as conducted by the Consultant Consultant, or the conduct of any individual thereof, is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business interests Business of the Company or to the Company's or to the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct its conduct, personnel or structure, whether of management management, employee or Board representation or employee consultant or sub-licensee representation, as the Board of Directors Company may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon 30 calendar days' prior written notice to the Consultant. In this regard, however, it is hereby expressly acknowledged and agreed by the Parties hereto that nothing in this Agreement shall require the Consultant to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of undertake any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein). In act which would contravene any such event the Consultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Consultant all of the amounts otherwise payable policies of the University as may be determined by the University from time to the Consultant under Article "4" hereinabove until the Effective Terminationtime and in its sole and absolute discretion. In the event of any debate or dispute as to the reasonableness of the Board of Directors' Company's request or requirements, the judgment of the Board of Directors Company shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "97" hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's ’s business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide providing the General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as reasonably set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business interests or to the Company's ’s or the Consultant's ’s reputation, the Company may require that the Consultant make such alterations in the Consultant's ’s business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "“Notice of Termination" ” herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "“Effective Termination Date" ” herein). In any such event the Consultant's ’s ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "“4" ” hereinabove until the Effective Termination. In the event of any debate or dispute as to the reasonableness of the Board of Directors' ’ request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "“9" ” hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business Business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Consulting Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors Company has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business Business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of TerminationNOTICE OF TERMINATION" herein) at least 30 10 calendar days prior to the effective date of any such termination (the end of such 3010-day period from such Notice of Termination being the "Effective Termination DateEFFECTIVE TERMINATION DATE" herein). In any such event the Consultant's ongoing obligation to provide the General Consulting Services will continue only until the Effective Termination Date and, subject to the following, the Company's ongoing obligation to provide and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "4" hereinabove will continue until the Effective TerminationTermination Date. In this regard it is hereby acknowledged and agreed by the Parties hereto that, unless otherwise agreed to or finally determined by arbitration in accordance with Article "8" hereinbelow, should the Effective Termination Date hereunder be prior to the end of the Initial Term, the Consultant shall then be required to conduct a Return of the Residual Signing Bonus Shares to the Company for cancellation in the manner as set forth in section "3.3" hereinabove. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "98" hereinbelow.

Consultant’s Business Conduct. The Consultant warrants that the Consultant shall conduct the business and other activities in a manner which is lawful and reputable and which brings good repute to the Company, the Company's business interests and the Consultant. In particular, and in this regard, the Consultant specifically warrants to provide the General Services in a sound and professional manner such that the same meets superior standards of performance quality within the standards of the industry or as set by the specifications of the Company. In the event that the Board of Directors has a reasonable concern that the business as conducted by the Consultant is being conducted in a way contrary to law or is reasonably likely to bring disrepute to the business interests or to the Company's or the Consultant's reputation, the Company may require that the Consultant make such alterations in the Consultant's business conduct or structure, whether of management or Board representation or employee or sub-licensee representation, as the Board of Directors may reasonably require, in its sole and absolute discretion, failing which the Company, in its sole and absolute discretion, may terminate this Agreement upon prior written notice to the Consultant to do so (the "Notice of Termination" herein) at least 30 calendar days prior to the effective date of any such termination (the end of such 30-day period from such Notice of Termination being the "Effective Termination Date" herein). In any such event the Consultant's ongoing obligation to provide the General Services will continue only until the Effective Termination Date and the Company shall continue to pay to the Consultant all of the amounts otherwise payable to the Consultant under Article "4" hereinabove until the Effective Termination. In the event of any debate or dispute as to the reasonableness of the Board of Directors' request or requirements, the judgment of the Board of Directors shall be deemed correct until such time as the matter has been determined by arbitration in accordance with Article "9" hereinbelow.