Nature of Services The Individual Contractor shall perform the services as described in the Terms of References which form an integral part of this Contract and are attached hereto as Annex I in the following Duty Station(s): .
Nature of Services Provided The Provider has agreed to provide the following digital educational services described in Exhibit “A”.
Nature of Employment (a) The Company hereby agrees to continue to employ Executive as a full-time employee in the position of Chief Operating Officer, or in such other senior executive position as reasonably determined by the President of the Company (the “President”) and Executive accepts such continued employment, on the terms and conditions set forth in this Agreement, for the Term of this Agreement (as defined in Section 2 below). Throughout the Term, Executive will report directly to the President or such other senior officer(s) of the Company as designated by the President, and will perform and discharge well and faithfully such duties and functions consistent with his position as may be assigned to him from time to time by the President in his discretion in connection with the conduct of the Company’s business, including with respect to any business conducted by any affiliate of the Company (including any subsidiaries, parents, or other enterprises under common ownership or control with the Company) (each a “Related Entity”). Employee acknowledges that he has no entitlement or right to any specific title or role. If Executive is elected or appointed an officer or director of the Company, or any other Related Entity, during the period of Executive’s employment with the Company, Executive will serve in such capacity without additional compensation. (b) During the period of Executive’s employment with the Company, Executive: (i) will devote 100% of his employment energies, interests, abilities and time to the performance of his duties and shall not, without the written consent of the President, render to others any service of any kind for compensation; (ii) will not render services to any business activity that is directly or indirectly competitive with any business conducted by the Company or any Related Entity; (iii) will observe and carry out such reasonable rules, regulations, policies, directions and restrictions as may be established from time to time by the Board of Directors of the Company (the “Board”) or the board of directors of any Related Entity, including but not limited to the published standard policies, practices and procedures of the Company as in effect from time to time as applied to other senior executives of the Company; and (iv) do such reasonable traveling on a global basis as may be required in connection with the performance of such duties and responsibilities consistent with such traveling requirements prior to the execution of this Agreement. (c) Executive may serve on corporate, civic and/or charitable boards with the consent of the President, provided that the President may require Executive to resign any or all such board seats if he reasonably believes such board participation conflicts with Executive’s role with the Company or is otherwise too time-consuming or distracting to Executive. (d) Executive’s normal place of work will be at the Company’s primary office in the New York Metropolitan area unless otherwise agreed in writing between the parties. (e) Executive acknowledges that this Agreement contains non-competition and non-disclosure of proprietary information provisions, and Executive agrees to comply with these provisions. Executive understands that entering into and complying with these provisions is a condition to Executive’s continued employment and that failure to comply with the terms and conditions of these provisions may result in termination “for cause” under this Agreement and in other damages to the Company.
Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.
COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.
SCOPE OF SERVICES/CASE HANDLING A. Upon execution by GPM, attorneys are retained to provide legal services for the purpose of seeking damages and other relief in the Litigation. Client provides authorization to seek appointment as Lead Plaintiff in the class action, while the Attorneys will seek to be appointed Class Counsel. If this occurs, the Litigation will be prosecuted as a class action. B. If you obtain access to non-public information during the pendency of the Litigation, you must not engage in transactions in securities. C. Attorneys are authorized to prosecute the Litigation. The appointed Lead Plaintiffs will monitor, review and participate with counsel in the prosecution of the Litigation. The Attorneys shall consult with the appointed Lead Plaintiffs concerning all major substantive matters related to the Litigation, including, but not limited to, the complaint, dispositive motions and settlement. Because of potential differences of opinion between Clients concerning, among other things, strategy, goals and objectives of the Litigation, the Attorneys shall consult with the appointed Lead Plaintiffs as to the courses of action to pursue. The Client agrees to abide by the decisions of the appointed Lead Plaintiffs, which shall be final and binding on all Clients. D. GPM is given the authority to opt the Client out of any class action proceeding relating to the claims authorized herein and/or pursue the Client claim individually in a group action, if the Client is not appointed Lead Plaintiff and GPM is not appointed Class Counsel. E. The Attorneys shall provide sufficient resources, including attorney time and capital for payment of costs and expenses, to vigorously prosecute the Litigation. F. Any recovery from defendants that the Attorneys are responsible for will be divided among class members based on the recognized loss by each class member as calculated by a damage allocation plan which will be prepared by a financial expert or consultant, provided to the appointed Lead Plaintiffs, be subject to the Court's approval and will account for such factors as size of securities ownership, date of purchase, date of sale and continued holdings, if any. Under the rules governing class action litigation, while the Lead Plaintiffs recover according to the same formula as other class members, the Court may approve, upon application therefore, reimbursement of the Lead Plaintiffs’ reasonable costs and expenses directly related to the representation of the class. Examples are lost wages and travel expenses associated with testifying in the action.
Consulting Services Except as ADB may otherwise agree, and except as set forth in the paragraph below, the Borrower shall apply quality- and cost-based selection for selecting and engaging Consulting Services.
Engagement of Services Consultant shall perform the services described on Exhibit A attached hereto (the “Services”) for the Company to the best of Consultant’s ability. The Company selected Consultant to perform services for it based upon the Company receiving Consultant’s personal services. Consultant therefore may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent. Consultant shall provide the Services in a professional manner and in a manner reasonably satisfactory to the Company.
Employment Services The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of the Vice President, Sales of the Company to serve for the Term hereof, subject to earlier termination as hereinafter provided. The Executive shall assume and discharge such duties and responsibilities as are commensurate with the Executive’s position. The Executive shall be a full-time employee of the Company and shall exert his best efforts and devote substantially all of his business time and attention to the Company’s affairs and the performance of his duties hereunder.
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
