Performance of the Consulting Services Sample Clauses

Performance of the Consulting Services. The Advisor undertakes to perform the Consulting Services with the level of skills and care expected in consideration of its knowledge, expertise and background with the Company. It shall conduct the Consulting Services with a view of protecting the Company’s best interests and shall promote, at all time, a positive image of the Company. As an expert and independent contractor, the Advisor shall solely determine the manner and means by which the Consulting Services shall be performed. In the course of the Agreement, the Advisor shall always act and present itself as the Company’s Advisor or, in the case of the Representative, as Chairman of the Board, as the case may be; it shall not be authorized to enter into any agreement nor take any commitment of behalf of the Company without the prior written consent of the Company, and the performance of the Consulting Services shall remain within the general direction of the Company’s Chief Executive Officer and the Board. The Advisor, and its Representative, cannot, in any event, be considered as agents, partners, representatives or employees of the Company or any of the Company’s affiliates (as per article L.233-3 of the French Commercial code, the “Affiliates”) as the case may be, nor act as such. During the term of the Agreement, the Company and the Advisor shall meet on a regular basis to discuss the performance of the Consulting Services by the Advisor. In preparation for these meetings, the Advisor shall provide a report of its activities performed since the last meeting to the Company’s Primary Contact (as defined below). In this context, the Company appoints Xxxxxxxx Xxxxxxx, VP of Regulatory Affairs (to be replaced, as the case may be, by its successor or any other person appointed by Company to play this role) as the Advisor’s primary contact with regard to the Consulting Services (the “Company’s Primary Contact”). Notwithstanding the above mentioned meetings, the Advisor shall also inform the Company, in due time, of any difficulty that it may encounter in the provision of Consulting Services and, as part of its general duty to provide advice and guidance, raise any information and warning or provide any additional advice that it may deem relevant for the Company.
Sample 1
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Related to Performance of the Consulting Services

  • 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.

  • Performance of the Services In addition to the Common Articles, it is specified that:

  • Compensation for Consulting Services For each quarter (i.e., three-month period) that Executive provides consulting services to MediciNova pursuant to the option of MediciNova contained in Section 9 above, MediciNova shall pay Executive a sum equal to fifteen percent (15%) of Executive’s annual Base Compensation which shall be applicable at the time of Executive’s termination of employment with MediciNova (prorated for any period of less than a quarter). The parties expressly agree that when Executive is performing consulting services for MediciNova, Executive is acting as an independent contractor. Therefore, Executive shall be solely liable for Social Security and income taxes that result from Executive’s compensation as a consultant. In addition, Executive shall not be entitled to any other benefits including, without limitation, such group medical, life and disability insurance and other benefits as may be provided to employees and/or executives of MediciNova.

  • Performance of the Company The Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Company at or prior to the Commencement. The Company shall deliver to the Investor on the Commencement Date the compliance certificate substantially in the form attached hereto as Exhibit C (the “Compliance Certificate”).

  • The Services The HSP agrees to provide the Services on the terms and conditions of this PFA including all of its Appendices and schedules.

  • Performance of Services The Contractor is responsible for fully meeting all obligations set forth in the Contract and for providing Product in accordance with the Contract or any Authorized User Agreement.

  • Autism Services This plan covers the following services for the treatment of autism spectrum disorders. • Applied behavior analysis when provided and/or supervised by an individual licensed by the state in which the service is rendered. See the Summary of Medical Benefits for the amount that you pay. • Physical therapy, occupational therapy, and speech therapy services when rendered as part of the treatment of autism spectrum disorder. A benefit limit will not apply to these services. • Psychological and psychiatric services, and prescription drugs are also covered. See Behavioral Health Services and Prescription Drugs and Diabetic Equipment or Supplies for additional information. Coverage for autism spectrum disorders does not affect any obligation of a school district, a state or other governmental entity to provide services to an individual under an individualized family service plan, an individualized education program, or similar services required under state or federal law. Services related to autism that are furnished by school personnel are not covered under this plan.

  • PERFORMANCE OF THE CONTRACT II.1.1. The Contractor shall perform the Contract to the highest professional standards. The Contractor shall have sole responsibility for complying with any legal obligations incumbent on him, notably those resulting from employment, tax and social legislation. II.1.2. The Contractor shall have sole responsibility for taking the necessary steps to obtain any permit or licence required for performance of the Contract under the laws and regulations in force at the place where the tasks assigned to him are to be executed. II.1.3. Without prejudice to Article II.3 any reference made to the Contractor’s staff in the Contract shall relate exclusively to individuals involved in the performance of the Contract. II.1.4. The Contractor must ensure that any staff performing the Contract have the professional qualifications and experience required for the execution of the tasks assigned to them. II.1.5. The Contractor shall neither represent the Agency nor behave in any way that would give such an impression. The Contractor shall inform third parties that he does not belong to the European public service. II.1.6. The Contractor shall have sole responsibility for the staff who execute the tasks assigned to him. II.1.7. In the event of disruption resulting from the action of a member of the Contractor's staff working on Agency premises or in the event of the expertise of a member of the Contractor's staff failing to correspond to the profile required by the Contract, the Contractor shall replace him without delay. The Agency shall have the right to request the replacement of any such member of staff, stating its reasons for so doing. Replacement staff must have the necessary qualifications and be capable of performing the Contract under the same contractual conditions. The Contractor shall be responsible for any delay in the execution of the tasks assigned to him resulting from the replacement of staff in accordance with this Article. II.1.8. Should any unforeseen event, action or omission directly or indirectly hamper execution of the tasks, either partially or totally, the Contractor shall immediately and on his own initiative record it and report it to the Agency. The report shall include a description of the problem and an indication of the date on which it started and of the remedial action taken by the Contractor to ensure full compliance with his obligations under the Contract. In such event the Contractor shall give priority to solving the problem rather than determining liability. II.1.9. Should the Contractor fail to perform his obligations under the Contract in accordance with the provisions laid down therein, the Agency may - without prejudice to its right to terminate the Contract - reduce or recover payments in proportion to the scale of the failure. In addition, the Agency may impose penalties or liquidated damages provided for in Article II.16.

  • Hosting Services 13.1 If Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract Hosts Customer Data in connection with an Acquisition, the provisions of Appendix 1, attached hereto and incorporated herein, apply to such Acquisition. 13.2 If the Hosting of Customer Data by Supplier or its subcontractor, affiliate or any other person or entity providing products or services under the Contract contributes to or directly causes a Data Breach, Supplier shall be responsible for the obligations set forth in Appendix 1 related to breach reporting requirements and associated costs. Likewise if such Hosting contributes to or directly causes a Security Incident, Supplier shall be responsible for the obligations set forth in Appendix 1, as applicable. 14 Change Management

  • STATEMENT OF SERVICES TO BE PROVIDED The Parties agree to cooperate to provide necessary and authorized services and resources in accordance with the terms of this Contract. Specific services provided are described in Attachment A – Statement of Work.

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