Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Company. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services, as set forth in one or more statements of work executed by the parties (each, a “SOW”), an example of which is set forth as Exhibit A. As the only consideration due to Consultant regarding the subject matter of this Agreement, Xxxxxxx will pay Consultant in accordance with each SOW; Consultant and Xxxxxxx agree that such payment represents fair market value for the Services to be provided by Consultant. In the event of a conflict between this Agreement and a SOW, this Agreement shall control. Consultant will be solely responsible for the payment of all taxes including, but not limited to, social security, unemployment and income taxes, that may be due from payments received by Consultant by Xxxxxxx hereunder. Unless otherwise specifically agreed upon by Xxxxxxx in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Xxxxxxx. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Xxxxxxx in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Xxxxxxx.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the services set forth and described in Exhibit A in accordance with and on the schedule specified in Exhibit A and other such matters as the Company may reasonably require (the foregoing, collectively, the “Services”). As the only consideration due to Consultant regarding the subject matter of this Consulting Agreement (the “Agreement”), the Company will compensate Consultant in accordance with Exhibit A. Consultant shall personally perform the Services. Consultant agrees that Consultant will (i) not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by the Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of the Company; (ii) render the Services as are requested from time to time by the Company in such manner as it and the Company mutually shall agree; (iii) render the Services ethically and conscientiously and devote its best efforts and abilities to the Company; and (iv) observe all policies and directives in place from time to time by the Company for independent contractors. The Services shall be non-exclusive to the Company, provided that any such other services do not interfere with or conflict with the Services to be provided by Consultant under this Agreement. Furthermore, Consultant shall not be authorized to incur on behalf of the Company any expenses incurred in connection with rendering the Services and will be responsible for all expenses incurred unless otherwise agreed to in advance by the Company’s Chief Executive Officer, which consent shall be evidenced in writing.
Services; Payment; No Violation of Rights or Obligations a. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant as (and only as) expressly stated in Exhibit A. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant. Consultant agrees to use his best efforts, skill and knowledge to provide, in accordance with the terms and conditions hereinafter set forth, services of the type or types and at the location or locations described in Exhibit A attached hereto and incorporated by reference herein, for the benefit of the Company or any Affiliate of Company. Consultant will have no responsibilities or authority as a consultant to the Company other than as provided in Exhibit A. It is not intended and in no event shall Consultant perform consulting services for the Company at a level that would require Consultant to devote to such consulting services twenty percent (20%) or more of the average level of bona fide services performed by Consultant while an employee of Regado Biosciences, Inc. over the thirty-six (36) month period immediately preceding the date of this Agreement (the "Maximum Commitment"). The Maximum Commitment has been established so that Consultant will have incurred a "separation of service" as of the date hereof pursuant to and in accordance with the regulations promulgated under Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance thereunder and any state law of similar effect, and Consultant will act accordingly. During the term of this Agreement, Consultant will report directly to the Company' Chief Executive Officer. As used this Agreement, "Affiliate of the Company" will mean any corporation or non-corporate entity which controls, is controlled by, or is under common control with the Company. A corporation or noncorporate entity, as applicable, will be regarded as in control of another corporation if it owns, or directly or indirectly controls, at least fifty percent (50%) of the voting stock of the other corporation or, in the absence of the ownership of at least fifty percent (50%) of the voting stock of a corporation or in the case of a non-corporate entity, if it possesses, directly or indire...
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to perform the Services (as defined in Exhibit A). As the only consideration due Consultant regarding the subject matter of this Agreement, Company will provide Consultant the consideration in accordance with Exhibit A. All activity relating to Services will be performed by and only by Consultant. Consultant agrees that it will not violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and according to the schedule specified in Appendix 1. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Appendix 1. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A as requested up to the week of either December 21, 2014 or week of merger close* as mutually agreed upon. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A for actual hours worked for the Company, and as a service provider to the Company. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Company. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the services as set forth in Exhibit A in accordance with and on the schedule specified in Exhibit A (the “Services”). As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A. Company may engage Consultant for future services hereunder by entering into mutually executed subsequent exhibits in substantially the same form as Exhibit A. The Parties acknowledge and agree that the fees to be paid to the Consultant hereunder represent the Parties’ good faith determination of the fair market value of the Services. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to the Services will be performed by and only by Consultant or by employees of Consultant who have been approved in writing in advance by Company with respect to each such employee. Consultant agrees that it will not (and will not permit others to) (a) violate any agreement with or rights of any third party, or (b) except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property, whether in connection with the Services or otherwise, for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Contractor agrees to undertake and complete the Services (as defined in Exhibit A or the applicable Statement of Work) (“SOW”) in accordance with and on the schedule specified in Exhibit A or a SOW executed between the parties and governed by this Agreement. As the only consideration due Contractor regarding the subject matter of this Agreement, Company will pay Contractor in accordance with Exhibit A or the applicable SOW. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Contractor or by employees of Contractor and only those such employees who have been approved in writing in advance by Company. Contractor agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Contractor’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant as (and only as) expressly stated in Exhibit A. Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant [or by employees of Consultant who have been approved in writing in advance by Company][NOTE: DELETE THE HIGHLIGHTED LANGUAGE IF THE CONSULTANT IS AN INDIVIDUAL AND NOT A PROFESSIONAL SERVICES OR CONSULTING FIRM]. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
