Subconsultants Whichever of the following is marked applies to this Approved Service Order: The Consultant can not use any subconsultants. The Consultant can use the following subconsultants to assist in providing the required services and deliverables: 2. 3.
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.
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 TO BE PROVIDED BY CONSULTANT 1.1 In compliance with all of the terms and conditions of this Agreement, CONSULTANT shall provide to ANAHEIM all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional consulting services necessary for the Services when required by ANAHEIM. The Services are more particularly described in the General Scope of Work attached hereto as Exhibit A and incorporated herein by this reference (“General Scope of Work”). In addition to the General Scope of Work, the Services will also be described in a Request for Work Order Proposal (“RFWOP”) and in a Notice to Proceed, as described in Section 1.4. ANAHEIM may elect to delete certain tasks of the General Scope of Work or the RFWOP at its sole discretion. The Services will not be performed by the CONSULTANT until ANAHEIM selects CONSULTANT in accordance with this Section 1. If selected, CONSULTANT shall perform the Services as directed by ANAHEIM and in accordance with the RFWOP, the Notice to Proceed, and this Agreement. By entering into this Agreement, ANAHEIM does not guarantee CONSULTANT that ANAHEIM will select CONSULTANT to provide any Services under this Agreement. 1.2 When the Services are required, ANAHEIM will issue an RFWOP in writing or electronically for the project-specific Services, including a specific scope of work, schedule for completion of the Services, task specifications, name of the Project Administrator, and other data specific to that RFWOP. CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal (“Work Order Proposal”) indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements. 1.3 For any RFWOP with an anticipated fee : (i) under $50,000, ANAHEIM will send, in writing or electronically, the RFWOP to one (1) pre-qualified consultant, which may or may not include CONSULTANT; (ii) of $50,000 to $150,000, ANAHEIM will send, in writing or electronically, the RFWOP to up to three (3) pre-qualified consultants, which may or may not include CONSULTANT; (iii) of $150,000 and up to $250,00, ANAHEIM will send, in writing or electronically, the RFWOP to up to five (5) pre-qualified consultants, which may or may not include CONSULTANT. ANAHEIM does not give any guarantee to CONSULTANT that ANAHEIM will send such an RFWOP to CONSULTANT at any point during the term of this Agreement. If (a) ANAHEIM sends CONSULTANT an RFWOP and (b) CONSULTANT desires to be considered for the RFWOP, CONSULTANT shall submit, within the time stated in the RFWOP, a sealed Work Order Proposal indicating the cost, task completion schedule, and other information requested in that RFWOP. CONSULTANT shall submit an electronic sealed Work Order Proposal when it is required by the RFWOP, and CONSULTANT shall abide by all RFWOP electronic proposal requirements. 1.4 Selection of a prequalified consultant to complete the Services requested in any RFWOP shall be based on the criteria set forth herein. ANAHEIM will issue a Notice to Proceed (“Notice”) to the successful consultant who has submitted a Work Order Proposal. The Notice and the RFWOP shall constitute the “Work Order”. If CONSULTANT fails to promptly commence work and/or diligently pursue a Work Order as set forth therein, ANAHEIM may elect to terminate the Work Order or this Agreement. 1.5 CONSULTANT acknowledges that ANAHEIM may enter into agreements similar to this Agreement with other consultants. It is understood and agreed that a Work Order will be awarded to the prequalified consultant most qualified in ANAHEIM's opinion to provide services set forth in the RFWOP within the scheduled completion date based upon the following criteria: .01 Ability of the consultant to perform the specific tasks outlined in the RFWOP; .02 Qualifications of the specific individuals to perform the specific tasks outlined in the RFWOP; .03 Amount and quality of time key personnel will be involved in their respective portions of the Services outlined in the RFWOP; .04 Reasonableness of the fee requested to provide the Services outlined in the RFWOP; .05 Demonstrated record of success by the consultant on work previously performed for ANAHEIM or for other municipalities or enterprises and .06 The specific methods and techniques to be employed by the consultant in providing the Services outlined in the RFWOP. 1.6 In the event of conflicting provisions, the provisions shall govern in the following order: (1) the Notice to Proceed; (2) the RFWOP; (3) CONSULTANT’s Work Order;
Services to Other Clients; Certain Affiliated Activities (a) The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement. (b) The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
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.
Consulting If the Executive agrees to the provisions of Section 14(e) above, then the Executive shall have the obligation to provide consulting services to the Company as an independent contractor, commencing on the Date of Termination and ending on the second anniversary of the Date of Termination (the “Consulting Period”). The Executive shall hold himself available at reasonable times and on reasonable notice to render such consulting services as may be so assigned to him by the Board or the Company’s then Chief Executive Officer; provided, however, that unless the parties otherwise agree, the consulting services rendered by the Executive during the Consulting Period shall not exceed twenty (20) hours each month; and, provided, further, that the consulting services rendered by the Executive during the Consulting Period shall in no event exceed twenty percent (20%) of the average level of services performed by the Executive for the Company over the thirty-six (36) month period immediately preceding the Executive’s Separation from Service (or the full period of services to the Company, if the Executive has been providing services to the Company for less than thirty-six (36) months). The Company agrees to use its best efforts during the Consulting Period to secure the benefit of the Executive’s consulting services so as to minimize the interference with the Executive’s other activities, including requiring the performance of consulting services at the Company’s offices only when such services may not be reasonably performed off-site by the Executive.
Services to Others Clients Nothing contained in this Agreement shall limit or restrict (i) the freedom of the Sub-adviser, or any affiliated person thereof, to render investment management and corporate administrative services to other investment companies, to act as investment manager or investment counselor to other persons, firms, or corporations, or to engage in any other business activities, or (ii) the right of any director, officer, or employee of the Sub-adviser, who may also be a director, officer, or employee of the Fund, to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
Contractor’s Services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing under similar conditions. Contractor shall comply with the profession’s standard of performance, applicable laws, regulations, and industry standards. By delivery of completed work, Contractor certifies that the work conforms to the requirements of this Agreement and all applicable federal, state and local laws. If Contractor is retained to perform services requiring a license, certification, registration or other similar requirement under California law, Contractor shall maintain that license, certification, registration or other similar requirement throughout the term of this Agreement.
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.