Consulting Provisions. Effective January 1, 2006, Hickman agrees to provide xxxxxxxing services to UBI, UB&T and UB&T-W on the following terms and conditions:
Consulting Provisions. (a) For a period commencing upon the Closing Date, and continuing thereafter for a minimum of one (1) year ("Consulting Period"), in order to transfer the Seller's Personal Goodwill to the Buyer, the Seller shall provide consulting services to the Buyer. For a period of three (3) months following the closing, the Seller shall be available a minimum of thirty (30) hours each week by telephone or at 000 Xxxxxxx Xxxx, Chicopee, Massachusetts (the "Office") as required to transfer the Seller's Personal Good Will to the Buyer and for the following three (3) months shall be available a minimum of twenty (20) hours each week by telephone or at the Office as required to transfer the Seller's Personal Goodwill to the Buyer. During the following six (6) months, the Seller shall be available a minimum of ten (10) hours each week by telephone or at the Office in order to transfer his Personal Goodwill to the Buyer. In establishing the dates and time for office meetings, the Seller shall be given reasonable notice of the meeting. The Seller will be an independent contractor with the Buyer, and no employment or agency relationship is created by this Agreement.
Consulting Provisions a. The Parties recognize that, after more than 7 years of employment with the Company, Xxxxxxxx is in possession of considerable historical information relating to the Company that may be valuable to the Company’s ongoing operations. As a condition of this Agreement and the consideration offered to Xxxxxxxx pursuant to this Agreement, Xxxxxxxx further agrees to provide, for a period of four (4) years from the Effective Date, assistance to the Company upon receipt of reasonable notice from the Company. This term shall be extendable upon written request by the Company. The Parties agree that such assistance may include, but not be limited to, attendance at in-person or remote meetings with the Company’s personnel, representatives and agents, attendance at legal proceedings, execution of legal documents, including patent documents, and assistance with locating and identifying relevant Company documents. Xxxxxxxx agrees that the initial 100 hours provided pursuant to this paragraph shall be deemed fully paid by the Severance contemplated by this Agreement. For any hours in excess thereof, Xxxxxxxx shall be paid by the Company at the hourly rate of $300. Time spent by Xxxxxxxx to ensure a smooth transition of his current role shall not be considered part of the services provided under this paragraph. Xxxxxxxx further agrees that as a condition of this Agreement, he shall indefinitely maintain in strictest confidence all privileged and confidential information that he has generated, received or learned of during the term of his employment with the Company (“Information”). Xxxxxxxx further agrees that he shall not disclose such Information to any third party without the express written consent of the Company. Xxxxxxxx further agrees that he shall not accept employment from or engage with any third party whether as an employee, advisor, consultant, greater than 1% owner (whether directly or indirectly), paid fact witness, expert or any other role in any matter (legal, administrative or otherwise) in which (i) he performs services or provides advice to another company offering instrumentation and implants for bunion and ancillary surgeries or (ii) his involvement would be adverse to the Company’s or its successor’s interests. Xxxxxxxx acknowledges and agrees that his service in any such role is likely to result in the disclosure, including the inadvertent disclosure, of Information. Xxxxxxxx agrees that this prohibition shall extend for a period of five (5) years f...
Consulting Provisions
