Duties of Xxxxxxxx. Xxxxxxxx agrees to take primary responsibility for the Consultant’s rendering of Services under this Agreement, and to devote sufficient personal time and effort as may be necessary to discharge Consultant’s obligations under this Agreement; provided, however, that the Company acknowledges and agrees that, in addition to the Services being provided under this Agreement, Xxxxxxxx is also responsible for providing similar services on behalf of certain other consulting entities under three (3) additional consulting agreements to which the Company is a party. Accordingly, Xxxxxxxx shall allocate his time in such a manner as he may deem reasonably necessary in order to fulfill his duties under all such consulting agreements.
Duties of Xxxxxxxx. The Fund employs Xxxxxxxx to manage the investment and reinvestment of the assets of the Xxxxxxxx Portfolio, to continuously re- view, supervise and administer an investment program for such assets of the Fund, to determine in its discretion the securities to be purchased or sold and the portion of such assets to be held uninvested, to provide the Fund with records concerning the activities of Xxxxxxxx which the Fund is required to maintain, and to render regular reports to the Fund's officers and Board of Trustees concerning the discharge of the foregoing responsibilities. Xxxxxxxx shall discharge the foregoing responsibilities subject to the con- trol of the officers and the Board of Trustees of the Fund, and in compliance with the objectives, policies and limitations set forth in the Fund's pro- spectus and applicable laws and regulations. Xxxxxxxx agrees to provide, at its own expense, the office space, furnishings and equipment and the person- nel required by it to perform the services on the terms and for the compensa- tion provided herein.
Duties of Xxxxxxxx. During the period of his employment in the capacity of Chief Executive Officer, Xxxxxxxx will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that the position (including status, office, title and reporting requirements), authority, duties and responsibilities of Xxxxxxxx shall be substantially the same as those performed by Xxxxxxxx as Chief Executive Officer of the Company prior to the date of this Agreement, and that Xxxxxxxx shall at all times serve the best interests of the Company. The Company agrees that Xxxxxxxx shall at all times have such authority and discretion as is required in the carrying out of Xxxxxxxx'x duties in a proper and efficient manner, subject to review by the Board of Directors. During the period of his employment, it shall not be a violation of this Agreement for Xxxxxxxx to (i) serve on corporate, civil or charitable boards or committees, (ii) deliver lectures or fulfill speaking engagements and (iii) manage personal investments, so long as such activities do not significantly interfere with the performance of Xxxxxxxx'x responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by Xxxxxxxx prior to the date hereof, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the date hereof shall not thereafter be deemed to interfere with the performance of Xxxxxxxx'x responsibilities to the Company.
Duties of Xxxxxxxx a. Comply with commitments outlined in Exhibit A, Services/Scope of Work.
b. Provide funding to Xxxxxx XXX as outlined in Exhibit B.
c. If the performance of this Agreement involves the transfer by Xxxxxx XXX to XXXXXXXX of any data regarding any student that is subject to the Family Educational Rights and Privacy Act of 1974, 20 U.S.C. 1232g as amended, (“FERPA”), XXXXXXXX and Xxxxxx XXX agree to manage the data transfer in accordance with FERPA requirements, and XXXXXXXX agrees to the following conditions:
i. If XXXXXXXX requests transfer of identifiable data by Xxxxxx XXX that is subject to a Xxxxxx XXX Institutional Review Board (“Xxxxxx XXX IRB”) procedure, as determined by the Xxxxxx XXX IRB, if one exists, to meet Federal, State, and Board policies, Xxxxxx XXX cannot transfer identifiable data to XXXXXXXX before the Xxxxxx XXX IRB-approved informed consent process has been executed. In this case, XXXXXXXX does not function as an exception under FERPA. XXXXXXXX is responsible for obtaining, and maintaining, signed consent after Xxxxxx XXX IRB approval. No data will be provided under this Agreement without signed consent from the guardian for records requests involving students or from the Xxxxxx XXX employee or community member for records requests involving adults. XXXXXXXX must deliver copies of the signed authorization to Xxxxxx XXX upon request.
ii. If XXXXXXXX has been legally deemed a FERPA exception by Xxxxxx XXX in accordance with FERPA Exception Conditions, then XXXXXXXX shall:
(a) In all respects, comply with the provisions of FERPA, including any requirements of Chapter 99 of Title 34 of the Code of Federal Regulations and any other applicable state or federal law.
(b) Use any such data for no purpose other than to fulfill the purposes of this Agreement, and not share any such data with any person or entity other than XXXXXXXX and its employees, contractors, volunteers, and agents, without prior approval of Xxxxxx XXX. Disclosure shall be limited to only those employees, contractors, volunteers, or agents who are necessary for the fulfillment of this Agreement.
(c) Require all employees, contractors, volunteers, and agents of XXXXXXXX to comply with all applicable provisions of FERPA with respect to any such data. XXXXXXXX shall require and maintain confidentiality Agreements with each employee, contractor, volunteer, or agent with access to data pursuant to this Agreement.
(d) Maintain any such data in a secure environment, whether physic...
Duties of Xxxxxxxx. RMDT employs Xxxxxxxx as President and Chief Executive Officer to perform the customary duties of those positions set forth in the By-laws, and as RMDT, by action of its Board of Directors, may provide from time to time. During the term of this Agreement, Xxxxxxxx shall devote his full time, ability and attention to the business of RMDT on a regular, "best efforts," and professional basis and at all times such efforts shall be under the direction of the Board of Directors.
Duties of Xxxxxxxx. Duties
5.1 With prior notification to Imagis and with Imagis’ prior written consent, which consent will not be unreasonably withheld, Xxxxxxxx may delegate or subcontract the performance of any Consulting Service to any other Person (as hereinafter defined). For the purposes of this Agreement, “Person” includes, without limitation, any individual, firm, corporation, association, partnership, joint venture, consortium, trust or other entity. Relationship of Parties
5.2 Xxxxxxxx hereby acknowledges that he is responsible for remitting his own taxes and any contributions required by law to be remitted and Imagis shall have no responsibility in respect of any failure by Xxxxxxxx to properly remit such amounts when due, and Xxxxxxxx agrees to indemnify and save Imagis harmless from and against assessments, losses or penalties actually incurred by Imagis in this respect. Confidential Information
5.3 Xxxxxxxx hereby covenants, agrees and acknowledges as follows:
(a) Xxxxxxxx has and will have access to and will participate in the development of or be acquainted with confidential or proprietary information and trade secrets related to the business of Imagis, its subsidiaries and affiliates (collectively, the “Companies”), including but not limited to
(i) business plans, operating, plans, marketing plans, financial reports, operating data, budgets, wage and salary rates, pricing strategies and information, terms of agreements with suppliers or customers and others, prospect- and customer lists, patents, devices, software programs, reports, correspondence, tangible property and specifications owned by or used in the businesses of one or more of the Companies,
(ii) information pertaining to future developments such as, but not limited to, research and development, future marketing, distribution, delivery or merchandising plans or ideas, and potential new business locations, and
(iii) other tangible and intangible properties, which are used in the business and operations of the Companies but not made publicly available. The information and trade secrets relating to the business and operations of the Companies described hereinabove in this paragraph (a) are hereinafter referred to collectively as the “Confidential Information”, provided that the term Confidential Information shall not include any information that is or becomes generally publicly available (other than as a result of violation of this Agreement by Xxxxxxxx) or (b) that Xxxxxxxx receives on a non-confiden...
Duties of Xxxxxxxx. Xxxxxxxx hereby agrees to use the best of his abilities and knowledge to advise SunSi’s senior management and board of directors on Accounting, Financial and business issues relating to SunSi’s business. Xxxxxxxx’x services may include advice and recommendations, but all decisions in connection with the implementation of such advice and recommendations shall be the responsibility of SunSi. Therefore, Xxxxxxxx will execute strictly his duties under SunSi's instructions and SunSi will be responsible for the actions taken. Xxxxxxxx agrees to keep all information pertaining to SunSi and its business and all discussions and documents about SunSi strictly confidential. Xxxxxxxx will be available to travel anywhere to render the required Services. All communication, travelling and other expenses related to the execution of Xxxxxxxx’ duties will be SunSi's charge and these expenses will be reimbursed at the minimal on a monthly basis.
Duties of Xxxxxxxx. During the period of his employment in the capacity as Chairman of the Executive Committee, Xxxxxxxx will perform his duties to the best of his ability, subject to the control of the Board of Directors. It is agreed and understood that Xxxxxxxx shall act as liaison between the Chief Executive Officer of the Company and the Board of Directors to assure that all matters for consideration are communicated to members on a timely basis. At times when neither the Board of Directors nor the Executive Committee are in session, Xxxxxxxx shall be available to receive the report of the Chief Executive Officer on their behalf. In addition, Xxxxxxxx shall have such other duties and responsibilities as shall be mutually agreed upon by Xxxxxxxx and the Chief Executive Officer of the Company, including but not limited to providing assistance to the Chief Executive Officer in representing the Company at business or public occasions. The Company agrees that Xxxxxxxx shall continue to occupy his present office as Chairman of the Executive Committee and shall at all times have such authority and discretion as is required in the carrying out of Xxxxxxxx'x duties in a proper and efficient manner, subject to review by the Chief Executive Officer and the Board of Directors.
Duties of Xxxxxxxx. RMDT employs Xxxxxxxx as Executive Vice President for Administration to perform the customary duties of that position as RMDT, by action of its CEO and/or President, may provide from time to time. During the term of this Agreement, Xxxxxxxx shall devote his full time, ability and attention to the business of RMDT on a regular, "best efforts," and professional basis and at all times such efforts shall be under the direction of the CEO and/or President...
Duties of Xxxxxxxx
