Obligations of the Consultant. Conduct of the Services
Obligations of the Consultant. A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.
B. CONSULTANT shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.
Obligations of the Consultant. A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services and Rates Schedule set forth in Exhibit A.
B. Consultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
C. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of the City.
Obligations of the Consultant. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Consultant shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Consultant with all amendments to stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Consultant.
(b) The Consultant agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.3 hereof, the “Services”):
(i) providing administrative services, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time;
(ii) as authorized from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community;
(iii) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;
(iv) evaluate, manage, negotiate and providing assistance to the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and t...
Obligations of the Consultant. A. The Consultant will operate a unit to act as a Washington office for the Cities and head this unit and as Washington Assistant to the Cities. The Consultant will furnish requisite staff, office space, utilities, furnishings, and equipment, secretarial services, common-use office supplies and services, and general administrative support.
B. The Consultant will consult with the "Committee" (see Section IIC) to determine issues of specific interest to the Cities and to determine policies and positions which the Cities as a group hold and wish to be pursued. In cases in which the City positions differ from or conflict with the Cities' group position, the Consultant will consult with the City and the Committee to determine the proper course of action.
Obligations of the Consultant. (1) The Consultant shall exercise all reasonable skill, care and diligence in the performance of the Services under the Agreement and shall carry out all his responsibilities in accordance with recognised professional and technical standards. The Consultant shall in all professional matters act as a faithful adviser to the Employer and in so far as any of its duties are discretionary, act fairly as between the Employer and third parties.
(2) The Consultant will provide all the expert technical advice and skills which are required for the Services for which he is engaged.
Obligations of the Consultant. 5.1. The Consultant shall provide the following Services to the Company:
5.1.1. Consulting services with respect to innovation of new biomedical products or the further development of existing products;
5.1.2. Consulting services with respect to the marketing, sale and distribution of products in 5.1.1 above;
5.1.3. Management of all research and development activities of the Leatt Lab, including but not limited to consultation on product development and quality control functions;
5.1.4. Bringing to market innovative, revolutionary products that represent potential future growth areas for the Company;
5.1.5. Management of timelines and deliverables from the Leatt Lab in accordance with the Company's product development plan;
5.1.6. Management of all international product certifications relating to Leatt Lab products and homologation in connection with organizations including but not limited to CE, FlA, FlM and CIK;
5.1.7. Development and management of relationships with all relevant international sporting bodies relating to Leatt Lab products;
5.1.8. Management of all communication with outside academic and research institutes relating to Leatt Lab products;
5.1.9. Act as chief witness in product liability cases;
Obligations of the Consultant. During the currency of this agreement the Consultant shall:
4.1 provide the Advice to the Company to the best of his skill and ability and promptly as required by the Company and in the provision of that advice will aim always to promote and protect the interests of the Group. The Consultant shall devote such hours to his obligations under this Agreement as are reasonably necessary for the proper provision of the Advice, which shall be on average around 15 hours per month.
4.2 attend the Company's head office or such other place as he is reasonably required to attend for the proper provision of the Advice;
4.3 (it being acknowledged by the Company that the detailed provision of the Advice is a matter for the Consultant) observe the Company's general guidance and instruction with regard to the provision of the Advice;
4.4 notify the Company so far as possible in advance of any periods over which he is or will be unable to provide the Advice due to his holiday, sickness or (subject to and in accordance with 6 below) third party commitment;
4.5 maintain full and proper confidentiality in relation to all information belonging to the Company or any of its clients of a confidential nature whether oral, written or electronically recorded concerning the business and affairs of the Company and the Group and any other information specifically identified by the Company as confidential or known to the Consultant as being held by the Company under a duty of confidentiality to a third party, in either case coming to his attention in the course of or for the purposes of his providing the Advice;
4.6 comply properly with the requirements of all relevant legislation and agreements relating to payment of value added tax, income and other taxes and charges levied in respect of the Company's use of him and the fees payable to him under this Agreement;
Obligations of the Consultant. 5.1.1. The Services shall be performed pursuant to the Contract, at the place indicated therein. When no place is specified, the Services shall be performed at the Consultant’s offices.
5.1.2. The Services provided by the Consultant to the Client shall be performed with the degree of skill, diligence, prudence and operating practice which would reasonably and ordinarily be expected from an international engineering company engaged in the same type of undertaking under similar circumstances. It is agreed that these Services shall be delivered on the basis of an obligation of means and that the responsibility of the Consultant shall be determined by such qualification. In particular, the Consultant undertakes to:
5.1.2.1. deliver the Services explicitly defined in the Contract, it being understood that there are no implied services;
5.1.2.2. use its reasonable efforts to comply with the agreed indicative time schedule;
5.1.2.3. cooperate, to the extent agreed in the Contract, with any other contractors of the Client and shall, if so requested by the Client, schedule its performance of the Services in cooperation with them, to facilitate the overall requirements of the Project;
5.1.2.4. comply at any time during the performance of the Contract with all mandatory laws and regulations applicable to the supply of the Services. Unless the Contract expressly provides that a law different from the law of the jurisdiction where the Consultant’s offices are located is to be taken into account, the Consultant is only bound to ensure of the compliance of the Services with mandatory laws and regulations applicable in the jurisdiction where the Consultant’s offices are located. If the Consultant is to ensure compliance with another set of laws and regulations, it is the Client’s responsibility to fully inform the Consultant about those local laws, norms and regulations and ensure that any query or question that the Consultant may reasonably raise regarding those local laws, norms and regulations is answered without delay;
5.1.2.5. maintain, for the duration of the Contract, all the required engineering licenses and insurance coverage required under the Contract;
5.1.2.6. assign the required personnel to the performance of the Services, it being understood that the Consultant shall have the right to substitute such personnel as it sees fit, provided, however, that the replacing personnel is suited for the performance of the Services.
5.1.3. Unless otherwise specified in t...
Obligations of the Consultant. (i) The consultant shall adhere to the time-frame specified in the Terms of Reference and submit the deliverables to the Secretary.
(ii) The consultant shall make the presentations before the CERC as required by the Secretary.
(iii) The consultant shall ensure that the interim and final findings of the study and the contents of his interim and final reports to the CERC are not disclosed to any person unless expressly authorized by CERC.
(iv) [Here give any other responsibility to be discharged by the consultant/professional expert]
