Consulting Engagement Clause Samples
A Consulting Engagement clause defines the terms under which a consultant provides services to a client. It typically outlines the scope of work, deliverables, timelines, and compensation arrangements, ensuring both parties understand their respective roles and expectations. This clause serves to formalize the consulting relationship, providing a clear framework that helps prevent misunderstandings and disputes regarding the nature and extent of the services to be performed.
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Consulting Engagement. Employee shall be engaged as an independent consultant (as such, "Consultant") for twelve months following the Severance Date pursuant to the following terms:
(a) Consultant shall be engaged at the same rate as was Consultant's base salary as an Employee in effect immediately preceding the Severance Date, to be paid monthly on the first business day of the month.
(b) Consultant shall make himself reasonably available during the term of the engagement to provide transition assistance and advice, answer questions, participate in legal matters as they may arise concerning the Company, its affiliates and their business or legal affairs, including providing truthful testimony, and such other matters as the Company reasonably requests. While the parties contemplate that the majority of the matters to be provided by Consultant can be handled from Consultant's then-present location, Consultant agrees to make himself available at such other locations as are reasonably required from time to time. The parties will attempt to schedule travel at mutually acceptable times.
(c) Consultant shall be reimbursed for all out-of-pocket expenses incurred by Consultant in connection with this engagement promptly following submission of documentation in accordance with Company's expense reimbursement policies.
(d) Consultant shall be solely responsible for compliance with law relating to Consultant's engagement, including without limitation payment of all taxes.
(e) Such other terms as are mutually acceptable to the Company and Employee.
Consulting Engagement. The RGMI Entities hereby engage the Consultant to provide consulting services to the RGMI Entities, and the Consultant hereby accepts such engagement, upon the terms and conditions set forth in this Agreement. The consulting services to be provided by the Consultant hereunder will consist of the complete and total outsourcing of any and all functions, rights, preferences, rights to payment and obligations under the Construction Contracts (collectively, the “Consulting Services”). In connection with the Consulting Services, the Consultant shall have the power and authority, for itself and in the stead and on behalf of the RGMI Entities, to do any or all of the following: · Control completely the projects contemplated by the Construction Contracts; · Deal directly with the customers, suppliers, and subcontractors under the Construction Contracts; · Negotiate directly with the customers, suppliers, and subcontractors regarding payment and pricing under the Construction Contracts; · Process payment applications and payroll applications on behalf of the RGMI Entities with respect to the Construction Contracts, and make determinations as to the proper payment thereof; · Deal directly with Lender for additional advances and funding, under the Loan and otherwise, that may be necessary in connection with the performance of the Construction Contracts, including without limitation, arranging for Lender to make such additional advances on the RGMI Entities’ behalf, which advances may be funded directly to the Consultant; and · To do all other things the Consultant reasonably deems necessary to carry out and perform the Construction Contracts and the terms of this Agreement. Each of the RGMI Entities hereby appoints the Consultant, or any other person whom the Consultant may designate, as the RGMI Entity’s attorney-in-fact, with power to: (a) execute any documentation on the RGMI Entity’s behalf relating to the Construction Contracts and to supply any omitted information and correct patent errors in any documents executed by the Consultant or on the RGMI Entity’s behalf in connection therewith; (b) sign the particular RGMI Entity’s name on any invoice or ▇▇▇▇ of lading relating to any accounts receivable, drafts against account debtors, schedules and assignments of accounts receivable, notices of assignment, financing statements and other public records, verifications of accounts receivable and notices to or from account debtors relating to the Construction Contracts; ...
Consulting Engagement. The Company hereby agrees to engage the Consultant and the Consultant hereby accepts an engagement to assist with the marketing of the Company's products, on the terms and subject to the conditions hereinafter set forth in this Consulting Agreement (hereinafter the "Agreement").
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "CONSULTING SERVICES") for the Company as may be reasonably requested from time to time by an officer of the Company (the "CONSULTING ARRANGEMENT"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 18 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement pursuant to Section 3(b). Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Consulting Engagement. (a) Upon the expiration of the Term of Employment, subject to the terms and conditions specified in this Agreement, Volt hereby agrees to engage you to perform services for Volt in the capacity as a consultant, and you hereby agree to accept such engagement.
(b) Your engagement as a consultant to Volt shall commence on April 1, 2007 and shall terminate at the close of business on December 31, 2009 (such period being hereinafter referred to as the “Consulting Term”).
(c) During the Consulting Term, you shall serve as a consultant to Volt and perform such independent advisory and consulting services as the management of Volt may from time to time reasonably request and at such locations as may be reasonable considering the necessities of the assignment and the nature of Volt’s business, with which you are familiar, including, but not limited to, the representation of Volt at meetings and hearings. During the Consulting Term you agree to devote your consulting services when requested by Volt to the best of your ability, using your best efforts to promote the interests and business of Volt. During the Consulting Term you agree not to engage in any type of activity which is or may be contrary to the welfare, interests, business or benefit of Volt or the business conducted by Volt.
(d) During the Consulting Term, in consideration for the services to be provided by you hereunder:
(i) Volt shall, on a quarterly basis and within 10 days after the beginning of each calendar quarter, pay you a consulting fee at the annual rate of $200,000 in calendar years 2007 and 2008;
(ii) Volt shall, on a quarterly basis and within 10 days after the beginning of each calendar quarter, pay you a consulting fee at the annual rate of $100,000 in calendar year 2009; and
(iii) You shall be reimbursed for all ordinary and necessary business expenses you incur in connection with the performance of your services upon timely submission of receipts and other documentation as required by the Internal Revenue Code and in conformance with Volt’s normal procedures.
(e) Volt and you acknowledge and agree that, in connection with your engagement as a consultant:
(i) It is intended that your engagement is as an independent contractor, and that, subject to Paragraph 1 hereof, nothing in this Agreement will be interpreted or construed as creating or establishing the relationship of employer and employee, agency, partnership, or joint venture between Volt and you. You are not being engaged on a full...
Consulting Engagement. The Company hereby engages ▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby accepts such engagement, upon the terms and conditions hereinafter set forth, for a twelve (12) month period commencing on the Separation Date (the “Consulting Period”), unless earlier terminated by mutual agreement of the parties.
Consulting Engagement. Subject to you returning an executed copy of the consulting agreement attached hereto as Attachment A (the “Consulting Agreement”), the Company agrees to engage you as a consultant immediately following the Separation Date pursuant to the terms of the Consulting Agreement. By signing below, you acknowledge that the severance benefits as set forth herein are in lieu of the termination benefits set forth in the Employment Agreement and that you are not entitled to any further payments or benefits from the Company in connection with the termination of your employment, including pursuant to the Employment Agreement.
Consulting Engagement. In exchange for your: (i) entering into this Agreement and allowing it to become effective; (ii) complying with it; and (iii) signing the Retirement Date Release and allowing it to become effective; then, as an additional benefit, the Company agrees to retain you as a consultant under the terms specified in the Consulting Agreement. Your consulting services to the Company under the Consulting Agreement are not expected to exceed more than 20% of the average level of services you performed to the Company in the three years preceding your Retirement Date.
Consulting Engagement. (a) The Managing General Partner hereby agrees to engage ▇▇▇▇ to serve as its Consultant, and ▇▇▇▇ hereby accepts such engagement, on the terms and conditions hereinafter set forth.
(b) The period of engagement of ▇▇▇▇ by the Managing General Partner under this Agreement (the “Term”) shall commence on September 1, 2009 (the “Commencement Date”) and shall continue to August 31, 2011, subject to the Termination Procedure set forth in this Agreement.
(c) During the Term, ▇▇▇▇ shall provide services to the Managing General Partner as assigned to him by the Chief Executive Officer (or, if there is no Chief Executive Officer, the highest-level executive officer) of the Managing General Partner. Such services may include assistance in the defense of any legal claims made against the Managing General Partner, the Company or the Partnership; responding to questions relating to the business, operations, and files of the Company; assisting in the analysis of business opportunities, financial decisions, business organization, customer relationships, and potential financing options; and other similar projects of the Company as assigned from time-to-time by such executive officer, or if so desired by such executive officer by any member of the Managing General Partner's Board (the “Consulting Services”). The Parties anticipate that the time required to perform the Consulting Services under this Agreement will vary from week-to-week but generally will average 30 hours or less each month. ▇▇▇▇ acknowledges and understands that the Consulting Services may on occasion require overnight travel, when reasonably convenient to ▇▇▇▇. Otherwise, it is anticipated that ▇▇▇▇ will provide all or substantially all of the Consulting Services remotely, by fax, telephone, e-mail or otherwise.
(d) Subject to ▇▇▇▇’▇ obligations under Section 7 of the Employment Agreement, including without limitation ▇▇▇▇’▇ non-compete and non-solicitation promises and obligations, ▇▇▇▇ may perform services for and on behalf of third parties provided that: (a) the services performed for third parties are performed outside the time ▇▇▇▇ performs the Consulting Services provided under this Agreement; and (b) ▇▇▇▇ does not use any of the Managing General Partner’s or the Company’s equipment or supplies to perform such other services. ▇▇▇▇ further agrees he will not provide his personal services to any third party in connection with any transaction in which the Company, the Partnership or the Managing General...
Consulting Engagement. Subject to your compliance with your obligations under this Agreement and in consideration of the covenants set forth herein and the waiver and release set forth below and the reaffirmation of such release at the conclusion of the Consulting Period (as defined below) by signing Schedule B, you will be engaged as a consultant to the Company for a period beginning on the Effective Date and ending on the six-month anniversary of the Effective Date, unless earlier terminated by you or the Company upon 30 days written notice (the “Consulting Period”). Your services hereunder during the Consulting Period shall consist of such consulting and advisory services, and shall be provided at such times, as may be requested from time to time by the Company; provided, however, that such services shall not be required for more than an average of forty (40) hours per month with any fewer or additional hours in a given month subject to the mutual agreement of the parties. During the Consulting Period, you will not be treated as an employee of the Company or any of its subsidiaries or affiliates at any time after the Effective Date including, without limitation, during the Consulting Period, for any purposes, including, without limitation, for purposes of any past, present or future employee benefit plan, program or arrangement of the Company or any of its subsidiaries or affiliates, except as provided for under the ViewRay, Inc. 2015 Equity Incentive Award Plan (the “Equity Plan”) as set forth in Section 3(d). Your services hereunder during the Consulting Period, if any, will be performed in the capacity of an “independent contractor.”