Services as Consultant Sample Clauses

Services as Consultant. Following the employment term or Executive's retirement, and if the employment term has not been terminated for cause, Executive shall make his advice and counsel available to Company for such a period as the parties may mutually agree to. The parties agree that this advice and counsel shall not entail full time service and shall be consistent with Executive's retirement status.
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Services as Consultant. During the Consulting Period (as defined below), Xx. Xxxxxx agrees to advise the Board and the Company’s senior management at reasonable times with respect to matters related to the Company’s business and market and to make good faith efforts to meet with the Board and the Company’s senior management as reasonably requested to discuss such matters (such services, the “Consulting Services”).
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Services as Consultant. ASBO shall: (a) Consult with, advise and provide Cadre and its affiliate, Cadre Securities, Inc. ("Cadre Securities'), information about the members of ASBO Council of Northern and Central California and others who are eligible to invest in the Fund in order to assist Cadre and its affiliate in providing services to the Fund and its shareholders;
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Services as Consultant. 2.3.1 Consultant shall perform such services, consistent with his past duties and responsibilities, as are reasonably requested by the Board of Directors or the Chief Executive Officer of Company from time to time upon reasonable advance notice, subject to Consultant's prior business commitments, disabilities and vacations, involving the administration and operation of Company or its insurance subsidiaries. 2.3.2 Consultant shall provide such services in a competent and professional manner, using his own independent skills and judgment and the manner and means that are reasonably suited to his performance of such services. 2.3.3 Consultant agrees to serve Company faithfully and to perform his duties under this Agreement to the best of his ability and capacity. Consultant further agrees to perform his consulting services and all other obligations undertaken by him under this Agreement in a manner in all respects consistent with his continuing fiduciary duties to Company (including but not limited to the duty of loyalty), which duties Consultant hereby acknowledges and affirms. 2.3.4 Consultant's services will be rendered in such locations in New York, New Jersey, or Pennsylvania as Company shall request at such times as may be mutually agreed upon by Company and Consultant. The availability of Consultant to perform such services shall be subject to his prior business commitments, disabilities and vacations. Consultant shall not be required to devote more than 480 man-hours per full calendar year to the performance of such services. 2.3.5 In addition to his obligations set forth elsewhere in this Section 2.3, Consultant agrees to cooperate fully with and to make himself available to Company, at his expense (except as provided for in the next sentence of this paragraph 2.3.5) and at such times and locations and for such durations as Company may request, on such notice to Consultant as Company may give, in connection with any and all investigations, enforcement actions, subpoenas, litigation, arbitrations, proceedings, claims, or other matters, whether pending, threatened or otherwise, and whether or not Consultant or Company is a party thereto, including but not limited to making himself available for witness interviews and court appearances and to prepare for and give testimony and depositions. In the event that Company requests Consultant, in writing, pursuant to the preceding sentence of this paragraph 2.3.5, to travel to and make himself available at a lo...
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Services as Consultant. Following Employee's retirement, and if the employment term has not been terminated for cause, Employee shall make his advice and counsel available to Employer for three months, at not less than one half of his previous year's compensation. The parties agree that this
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Services as Consultant. In full compensation ("Compensation") for the services as a Consultant under this Agreement, Consultant will be paid 50% of his Base Salary for the first six months of the Consulting Term, 37.5% of his Base Salary for the next six months of the Consulting Term, and 50% of his Base Salary during the final 12 months of the Consulting Term. As used in this Agreement, "Base Salary" shall mean the annual Base Salary as provided in the Employment Agreement on the last day Consultant performed services for the Company as an Executive under his Employment Agreement. For purposes of illustration, if immediately prior to the date of the Conversion Option the Base Salary is $162,000, Consultant would be paid $81,000 for first six months of the Consulting Term, $60,750 during the next six months of the Consulting Term, and $81,000 during the final 12 months of the Consulting Term, for an aggregate compensation of $222,750 over the Consulting Term. The Compensation shall be paid monthly in arrears. If Company wishes to defer any portion of Consultant's compensation under this Consulting Agreement, Consultant's deferrals will be pegged to the rate of the CEO's deferrals (i.e., if the CEO agrees to defer Fifty percent (50%) of his compensation, Consultant will agree to defer fifty percent (50%) of his compensation under this Section 5(a)).
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Services as Consultant 
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Related to Services as Consultant

  • 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.

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

  • 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.

  • SERVICES BY CONSULTANT The Consultant shall provide the professional services as defined in this Agreement and as necessary to accomplish the scope of services attached hereto as Attachment B and incorporated herein by this reference as if set forth in full. The Consultant shall furnish all services, labor, and related equipment to conduct and complete the work, except as specifically noted otherwise in this Agreement.

  • Transition Services The Purchasers will provide to the Sellers termination assistance as reasonably requested in order to provide an orderly transition following the termination of the Agreement (or any portion thereof), and the Sellers will provide to the Purchasers reasonable cooperation and assistance in connection therewith. In connection with this transition assistance, the Purchasers and Sellers will reasonably cooperate in the transition of the Services from the Purchasers to any Replacement Provider. With respect to the Serviced Appointments subject to termination, the Sellers shall provide the Purchasers with notice of the effective date (each, a “Transition Effective Date”) of the transition of the Services to a Replacement Provider. Notwithstanding any termination of the Agreement (or any portion thereof) in accordance with this Article II, with respect to the Serviced Appointments subject to termination, the rights and obligations of the parties under the Servicing Agreement shall remain in effect until the applicable Transition Effective Date.

  • Services to be Performed by Consultant The Parties agree that Consultant shall perform such services as are set forth and described in Exhibit A - Scope of Services and incorporated herein as if written word for word. All services provided by Consultant hereunder shall be performed in accordance with the degree of care and skill ordinarily exercised under similar circumstances by competent members of their profession. In case of conflict in the language of Exhibit A and this Agreement, this Agreement shall govern and control. Deviations from the Scope of Services or other provisions of this Agreement may only be made by written agreement signed by all Parties to this Agreement.

  • 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

  • Education services 1.1 Catholic education is intrinsic to the mission of the Church. It is one means by which the Church fulfils its role in assisting people to discover and embrace the fullness of life in Xxxxxx. Catholic schools offer a broad, comprehensive curriculum imbued with an authentic Catholic understanding of Xxxxxx and his teaching, as well as a lived appreciation of membership of the Catholic Church. Melbourne Archdiocese Catholic Schools Ltd (MACS) governs the operation of MACS schools and owns, governs and operates the School. 1.2 Parents and guardians, as the first educators of their children, enter into a partnership with the Catholic school to promote and support their child’s education. Parents and guardians must assume a responsibility for maintaining this partnership by supporting the school in the provision of education to their children within the scope of School's registration and furthering the spiritual and academic life of their children.

  • Consultant Services 3.1.1 The A/E may provide a portion of the Services through one or more Consultants, provided, however, that the A/E shall remain responsible for all of the A/E’s duties and obligations under this Agreement. 3.1.2 By appropriate written agreement, the A/E shall require each Consultant, to the extent of the Consultant’s portion of the Services, to be bound to the A/E by the terms of this Agreement, and to assume toward the A/E all of the obligations and responsibilities that the A/E assumes toward the Contracting Authority and Owner. 3.1.2.1 The A/E shall not retain any Consultant on terms inconsistent with this Agreement. 3.1.2.2 All agreements between the A/E and a Consultant shall identify the Contracting Authority and Owner as the agreement’s intended third-party beneficiaries. 3.1.2.3 Upon the request of the Contracting Authority or Owner, the A/E shall submit to the Contracting Authority and Owner a copy of the agreement between the A/E and each Consultant. 3.1.3 The A/E shall obtain the Contracting Authority’s written approval before engaging any Consultant not named in the Agreement. The A/E shall not employ any Consultant against whom the Contracting Authority has a reasonable objection. The Contracting Authority’s approval or disapproval of any Consultant, however, will not relieve the A/E of the A/E’s full responsibility for performance of the Services. 3.1.4 The A/E shall not remove any Consultant from the Project or reduce the extent of any Consultant’s participation in providing the Services without the Contracting Authority’s prior written consent. The A/E shall not permit any Consultant to replace any previously identified team member except with the Contracting Authority’s prior written consent unless the Consultant ceases to employ that person. On notice from the Contracting Authority, the A/E shall immediately and permanently remove from the Project any Consultant or person under a Consultant’s control whose performance is not satisfactory to the Contracting Authority. 3.1.5 The Contracting Authority may communicate with any Consultant either through the A/E or directly with the Consultant, but the Contracting Authority may not modify the agreement between the A/E and any Consultant. The Contracting Authority will advise the A/E with reasonable promptness of direct communication with any Consultant. 3.1.6 The A/E hereby assigns to the Contracting Authority each Consultant’s agreement provided that the assignment is effective only after the Contracting Authority terminates this Agreement in whole or in part and only for those agreements that the Contracting Authority accepts by notifying the Consultant and A/E in writing. The Contracting Authority may re-assign accepted agreements. 3.1.6.1 If the Contracting Authority terminates this Agreement in part, the Contracting Authority may (1) take assignment of any entire Consultant’s agreement affected by the termination or (2) take partial assignment of only the portion of any Consultant’s agreement associated with the terminated part of this Agreement.

  • Services Unique It is agreed that the services to be rendered by Employee hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law and that a breach by Employee of any of the provisions contained herein will cause the Company irreparable injury and damage. Employee expressly agrees that the Company shall be entitled to injunctive or other equitable relief to prevent a breach hereof. Resort to any such equitable relief shall not be construed as a waiver of any of the rights or remedies which the Company may have against Employee for damages or otherwise.

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