Services Exclusivity. 1.1 During the term of this Agreement and on the terms and conditions contained in this Agreement, Party A, as Party B’s exclusive service provider, agrees to render technical, operational, business consulting and services to Party B as fully described in Appendix I (the “Services”).
1.2 Party B and Party C hereby accept Party A as its exclusive service provider for the Services. For the avoidance of any doubt, Party B agrees and Party C agree to cause Party B to, during the term of this Agreement and without the prior written consent from Party A, refrain from:
a) engaging in any business other than its current business conducted as of the date hereof;
b) engaging the services of, or otherwise utilizing, any third party to provide such marketing, customer support, technical, operational, business consulting and services for the above-mentioned business.
1.3 Each Party shall be the owner of all rights to any and all intellectual property rights arising from the performance of this Agreement, including, without limitation, any copyright, patent, know-how and otherwise, irrespective of whether developed by Party A or Party B.
Services Exclusivity. Ditech agrees to pay Simulscribe a one time fee of Three Million US Dollars ($3,000,000) for the exclusive rights to sell the Services to Wholesale Customers as described in Section 2.1. This fee shall be payable (i) by the payment of One Million Five Hundred Thousand US Dollars ($1,500,000) on the day this Agreement is executed (or the next business day if executed after the wire deadline) and (ii) by the issuance of a convertible promissory note in the principal amount of One Million Five Hundred Thousand US Dollars ($1,500,000) with a maturity date two (2) years from this Agreement’s Effective Date (subject to acceleration and conversion rights as provided therein) in the form attached hereto as Schedule D.
Services Exclusivity a) Contractor agrees to furnish those athletic training services as set forth on Exhibit A attached hereto (the “Services”) during such times and at those events set forth on Exhibit B attached hereto. In the event Contractor’s attendance would be required at more than one (1) event as set forth on Exhibit B as a result of multiple events being scheduled for the same time, the Athletic Director for the School will give Contractor reasonable prior notice as to whether Contractor shall divide its time between events or whether the Contractor shall only attend one (1) of the events. Contractor represents that its Services shall be provided in a first-class high quality and professional manner and that it has the background and expertise and personnel necessary to provide the Services for the School.
b) During the term of this Agreement, Contractor shall be the exclusive provider of athletic training and rehabilitation services to the School at the following locations: New Albany High School and Xxxxx
Services Exclusivity. (a) The services to be provided by Advisor pursuant to this Agreement (the “Advisory Services”) shall consist of the following:
(i) Leading a dedicated Transition Office function, spanning key workstreams including (A) post-Closing organization design, (B) post-Closing board composition, (C) post-Closing thesis execution, and (D) post-Closing commercial strategy; and
(ii) Assisting the Sponsors with various transaction financing and co-investor workstreams.
(b) Advisor’s engagement to provide the Advisory Services will be a full-time commitment, and Advisor shall devote substantially all of his business time and attention to the provision of the Advisory Services during the Term, other than time spent fulfilling his duties and responsibilities as a director of the Company. During the Term, Advisor shall not (i) accept or enter into any agreement regarding employment with any person (other than with the Company pursuant to the Offer Letter (as defined below)), (ii) enter into any consulting or advisory relationship with any person (other than the Sponsors) or (iii) participate in any discussions, communications or negotiations with any person regarding or in the context of any Acquisition Proposal (as defined in the Merger Agreement) or any proposal or offer that would reasonably be expected to lead to an Acquisition Proposal, other than in Advisor’s capacity as a director of the Company if and to the extent permitted by Section 5.3(b) of the Merger Agreement.
(c) Without prejudice to Advisor’s status as an independent contractor, the Sponsors will have the right to exercise general supervision over and direction regarding the Advisory Services. For the avoidance of doubt, nothing in this Agreement shall require Advisor to take any action or refrain from taking any action as a member of the board of directors of the Company or as a stockholder of the Company.
Services Exclusivity a. After the date of the execution of the Merger Agreement, , IGC shall provide the following services and assets to eFax; provided that, JFAX may require that after the Closing any services to be provided to eFax instead be provided to JFAX:
(i) Services required pursuant to the Co-Location Agreement.
(ii) The transition services set forth on Exhibit C attached hereto (the "Transition Services").
(iii) The post-termination services set forth on Exhibit C attached hereto (the "Post-Termination Services") to be provided following the Co-Location Agreement Termination (as defined in Section 9(b)).
(iv) The services required pursuant to Section 11.
b. If the Closing occurs in connection with this Agreement, the payment for the services set forth in Section 9(a) shall consist solely of (i) the delivery of the items by eFax and JFAX pursuant to Sections 2 and 3, (ii) the Fax Services Payments as calculated pursuant to items (a) and (b) of Section D of Exhibit A of the Co-Location Agreement and accrued during the term of the Co-Location Agreement; provided that, if such calculation for a calendar month results in an amount less than the actual payment for the previous calendar month, the amount of the Fax Services Payment for such month shall equal the average of the three highest monthly Fax Services Payments during the term of the Co-Location Agreement (other than any monthly Fax Services Payment determined by such three-month average) and (iii) the payments set forth in Exhibit C for the Post-Termination Services. If the Closing occurs, no additional amounts shall be payable pursuant to the terms of the Co-Location Agreement or any other agreement between eFax and IGC except for payments required by this Agreement and any agreement in writing entered into by eFax and IGC after the date of this Agreement. In the event that this Agreement is terminated without the Closing occurring in connection with this Agreement, the payment for services set forth in Section 9(a) shall consist of the Fax Services Payments as calculated pursuant to items (a) and (b) of Section D of Exhibit A of the Co-Location Agreement for the services provided pursuant to Section 9(a)(i). After the Closing, eFAX may terminate the Co-Location Agreement (and therefore its obligation to make the Fax Services Payments) at any time upon thirty (30) days' written notice to IGC (the "Co-Location Agreement Termination"). The Co-Location Agreement Termination shall also terminate IGC's obligation to...
Services Exclusivity a. Producer Services: [ Producer] services shall be full-time, in-person and exclusive (as set forth below) services normally and customarily rendered by first class network or cable prime-time television series executive producers in the U.S. and Canadian television industry consistent with the highest standards.
b. Exclusivity: Artist’s services shall be (i) exclusive to eOne in television and series programming (including pilot and presentation programming and other episodic programming, including that for new/digital media) and (ii) rendered on a full-time, in person and exclusive basis (as set forth in subparagraph a. above) at all times (with respect to both (i) and (ii) above) during the term of Artist’s engagement to render [ Producer] services hereunder, including without limitation during Pilot production (including pre-production and post production) and Series production (including pre-production and post production, as well as the period between applicable Series years). Notwithstanding the foregoing and subject to licensee approval, Artist may (i) render services for third parties outside of production periods, subject to Artist’s exclusivity in television and series programming as set forth above, and (ii) develop pilot scripts or features; provided all such services do not interfere with Artist’s services hereunder, which shall remain in first position.
Services Exclusivity. Company will not provide any [RCT] or [RCT], or [RCT] with or on behalf of any of the following parties within the [RCT] market ("Services Competitors") during the Term. Services Competitors include any [RCT] or [RCT] (currently including, [RCT] or any affiliates of the foregoing). Services Competitors may be modified from time to time based upon mutual agreement.
Services Exclusivity. If Producer elects to proceed with the production of the Picture and subject to Paragraph 10 below, then Artist shall personally render all services customarily rendered by individual producers in the motion picture industry in connection with the pre-production, production and post-production of the Picture and as otherwise required by Producer. The term of Artist's services shall commence on the date hereof and shall continue until the full and satisfactory completion of all services to be rendered by Artist hereunder or the earlier termination hereof, if any, by Producer (as herein provided). Artist shall render services hereunder on an non-exclusive basis - but first priority, in person basis - during development until 8 weeks prior to the Start Date and on an exclusive basis during the "Pre-Production Period" (i.e., the period commencing 8 weeks prior to the schedule date for commencement of principal photography of the Picture ("Start Date") and continuing until four (4) weeks after the conclusion of principal photography of the Picture; thereafter Artist's services shall be non-exclusive, but rendered on a first priority, regular in-person basis until Delivery (as defined in Paragraph 8 below) of the completed Picture (including required television and airline coverage) which shall be delivered by Artist in connection with the post-production schedule approved by Producer. Time is of the essence in connection with all producing services and Delivery of the Picture hereunder.
Services Exclusivity. Company will not provide any sports content or sports-related services, or advertise with or on behalf of any of the following parties within the domestic (U.S.) market ("Services Competitors") during the Term. Services Competitors include any Internet or Web sports-related service (currently including, ESPN/ABC Sports/Disney Sports, Fox/Sky/Times CNN/SI, Sports Illustrated, CNN/HN Sports, sports content from The Sporting News/., NBC Sports, MSNBC, MSG, Total Sports, Athlete Direct/Pro Sports Xchange, Quokka, STATS, Inc., or any affiliates of the foregoing). Services Competitors may be modified from time to time based upon mutual agreement.
Services Exclusivity. (a) The Company hereby engages the Consultant, and the Consultant hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.
(b) During the Advisory Period, the Consultant shall provide services as a consultant to the Company, which shall include, but will not be limited to, making himself available to the Company’s Board of Directors (the “Board”), Executive Chairman, and Chief Executive Officer to provide advisory services to the Company Group regarding the “Driftwood” project or any other project, as may be reasonably requested from time to time by the Company (collectively, the “Services”).
(c) The Company shall not control the manner or means by which the Consultant performs the Services, including, but not limited to, the time and place the Consultant performs the Services; provided, however, that, during the Advisory Period, the Consultant shall not, directly or indirectly, alone or jointly with any person or entity, participate in, engage in, facilitate the participation or engagement in, or otherwise be involved with, or be employed in, consult with, advise, or otherwise provide services to, any natural gas, liquefied natural gas (LNG), hydrogen, ammonia or alternative fuel-related business other than the Company Group. The Consultant shall devote the Consultant’s business time and best efforts to providing the Services during the Advisory Period. Notwithstanding the foregoing, it shall not be a violation of this Section 1.1(c) for the Consultant to (i) manage the Consultant’s personal investments and family affairs; (ii) participate or engage in businesses that are not natural gas, liquefied natural gas (LNG), hydrogen, ammonia or alternative fuel-related businesses; or (iii) perform and participate in civic, community, charitable, educational, religious, or other related activities, so long as such activities described in the foregoing clauses (i) through (iii) do not, individually or collectively, (x) materially interfere with the Consultant’s duties and responsibilities to the Company Group, (y) create an actual or potential conflict of interest with, or result in an adverse effect or material injury to, the business interests or goodwill of the Company Group, or (z) violate the Consultant’s obligations under this Agreement or the Retirement Agreement.
(d) Except as set forth in Section 1.3(b), the Consultant shall furnish, at Consultant’s own...
