Term and Nature of Services Sample Clauses

Term and Nature of Services. Beginning on the Employment Termination Date and continuing for the five (5) month period following the Employment Termination Date (the “Consulting Term”), Executive/Consultant shall provide advice and consultation as reasonably requested by the Company in connection with Executive/Consultant’s knowledge, expertise and areas of prior responsibility for the Company (hereafter, the “Consulting Arrangement”). Executive/Consultant shall be available to provide consulting services at such times and in such amount as requested by the Company, provided that the consulting services shall be performable by Executive/Consultant at reasonable times, by telephone or email, and in a manner that will not conflict with Executive’s/Consultant’s personal or business obligations. The Company also hereby indemnifies Executive/Consultant, with respect to his provision of the consulting services, to the fullest extent that would be permitted by law (including a payment of expenses in advance of final disposition of a proceeding) and in the same manner as would be required pursuant to Section 12 of the Employment Agreement had Executive/Consultant remained employed by the Company during the Consulting Term.
Sample 1
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Term and Nature of Services. As a condition of receiving the severance benefits set forth in Section 7(g)(iv) of the Change in Control Agreement, beginning immediately following the Termination Date and continuing until a date eighteen (18) months later (the “Consulting Term”), Executive shall serve as a special consultant to the Company, and will report to and perform such reasonable duties, consistent with his previous position, assigned by the Company’s Chairman of the Board of Directors (the “Board Chair”) or the then Chief Executive Officer (the “CEO”) or his or her designee (hereafter, the “Consulting Arrangement”). Executive shall be available to provide services as a Consultant at such times and in such amounts, as requested by the Board Chair or CEO and/or as necessary; provided that such services shall not exceed 10% of Executive’s average amount of work time during the eighteen (18) month period prior to the Termination Date, in order to ensure that Executive’s separation from employment with the Company is considered a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code.
Sample 1
Term and Nature of Services. Beginning immediately following the Separation Date and continuing until the end of the twelve (12) month period following the Separation Date (the “Consulting Term”), Executive shall serve as a special consultant (“Consultant”) to the Company, and will report to and perform duties assigned by the Company’s Chief Executive Officer (the “CEO”) or his or her designee (hereafter, the “Consulting Arrangement”). Executive shall be available to provide services as a Consultant at such times and in such amounts, as requested by the CEO and/or as necessary; provided that such services shall not exceed ten percent (10%) of Executive’s average amount of work time during the thirty-six (36) month period prior to the Separation Date, in order to ensure that Executive’s separation from employment with the Company is considered a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code. The Company shall provide Executive with appropriate office space and assistance during the Consulting Term as needed and reasonably agreed by the parties.
Sample 1
Term and Nature of Services. Beginning on the second business day following the Effective Separation Date and continuing until the 12 month anniversary of the Effective Separation Date (the “Consulting Term”), unless earlier terminated, Executive will be available at his discretion to provide consulting services to the Company as requested by and under the direction of the CEO (hereafter, the “Consulting Arrangement”) related to Executive’s knowledge, expertise and areas of prior responsibility for the Company. Such services may include identified legal and regulatory matters, transition assistance, the provision of background, and as otherwise requested by the CEO. All consulting services shall be performed off-site, and the Company will not provide office facilities or computer equipment to Executive. Executive will be available at his discretion to provide consulting services at such times and in such amount as reasonably requested by the CEO and/or as necessary; provided that such services shall not exceed 20% of Executive average amount of work time during the thirty six (36) month period prior to the Effective Separation Date, in order to ensure that Executive’s separation from employment with the Company is considered a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code.
Sample 1
Term and Nature of Services. Beginning immediately following the Separation Date and continuing until September 30, 2019 (the “Consulting Term”), Executive shall serve as a special consultant (“Consultant”) to the Company, and will report to and perform duties assigned by the Company’s Chief Executive Officer (the “CEO”) or his or her designee (hereafter, the “Consulting Arrangement”). Executive shall be available to provide services as a Consultant at such times and in such amounts, as requested by the CEO and/or as necessary; provided that such services shall not exceed 20% of Executive’s average amount of work time during the thirty six (36) month period prior to the Separation Date, in order to ensure that Executive’s separation from employment with the Company is considered a “Separation from Service” within the meaning of Section 409A of the Internal Revenue Code. The Company shall provide Executive with appropriate office space and assistance during the Consulting Term as needed and reasonably agreed by the parties.
Sample 1
Term and Nature of Services 
Sample 1

Related to Term and Nature of Services

  • Nature of Services The Individual Contractor shall perform the services as described in the Terms of References which form an integral part of this Contract and are attached hereto as Annex I in the following Duty Station(s): .

  • Nature of Services Provided The Provider has agreed to provide the following digital educational services described in Exhibit “A”.

  • Nature of Service 3.1 ISO-NE and the NYISO shall, to the maximum extent each deems consistent with the safe and proper operation of its system, the furnishing of economical, dependable and satisfactory services by its participants, and the obligations of its participants to other parties, make available to the other Party when a system Emergency exists on the other Party's system, Emergency Energy from its system's available generating capability in excess of the system’s load requirements (i.e., load requirements alone, not load plus reserve requirements) up to the transfer limits in use between the two Balancing Authority Areas. Emergency Energy is provided in cases of emergency outages of generating units, transmission lines or other equipment, or to meet other sudden and unforeseen circumstances such as forecast errors, or to provide sufficient Operating Reserve. Normally, a Party requests Emergency Energy from the other Party as a last resort, when market-based real-time energy transactions are not available, or not available in a timely fashion in order to maintain its ten-minute reserve requirement. At the time the Emergency Energy sale is being initiated, the Party delivering such Emergency Energy shall describe the Emergency Energy transaction as being one of the following: (1) “delivered out of ten-minute reserve”; (2) “delivered out of thirty-minute reserve” where such a delivery could reasonably be expected to be recalled if the Party delivering the Emergency Energy needed the generation for a reserve pick-up or other Emergency; or (3) “delivered above and beyond ten-minute and thirty-minute reserves” where the Party delivering such Emergency Energy is normally expected to be able to continue delivering the energy following a reserve pick-up. 3.2 The Parties are participants in the NPCC and are expected to comply with NPCC Criteria, Guides and Procedures. Such NPCC Criteria, Guides and Procedures include “Emergency Operation Criteria” (Document A-3), which describes the basic factors to be considered by a Balancing Authority Area in formulating plans and procedures to be followed in an Emergency. A principle of operation in this NPCC Criteria is that upon receiving a request for assistance to mitigate an Emergency, a Balancing Authority Area would provide “maximum reasonable assistance” to a neighboring Balancing Authority Area. Such reasonable assistance would not normally require the shedding of firm load. 3.3 Normally, the Party experiencing or anticipating an Emergency would request Emergency Energy from the other Party in accordance with this Schedule and applicable NPCC Criteria, Guides and Procedures after all market-based real-time transactions have been scheduled, unless there is an immediate need for such Emergency Energy in order to maintain system Reliability. 3.4 In the event a Party is unable to provide Emergency Energy to the other when needed, but there is energy available from a Third Party Balancing Authority Area supplier, the Party will use reasonable efforts to acquire and transmit such energy to the other Party where feasible.

  • Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.

  • COMMERCIAL REUSE OF SERVICES The member or user herein agrees not to replicate, duplicate, copy, trade, sell, resell nor exploit for any commercial reason any part, use of, or access to 's sites.

  • Use of Services Subject to the terms of this Agreement, Stripe grants you a worldwide, non-exclusive, non-transferable, non-sublicensable, royalty-free license during the Term to access the Documentation, and access and use the Stripe Technology, as long as your access and use is (a) solely as necessary to use the Services; (b) solely for your business purposes; and (c) in compliance with this Agreement and the Documentation.

  • Supply of Services 7.1 Supplier shall provide the Services to Purchaser in accordance with the Order in all material respects using reasonable care and skill. 7.2 Supplier shall use reasonable endeavours to meet any performance dates for the Services specified in the Order but any dates shall be estimates only and time shall not be of the essence for the performance of the Services. 7.3 Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirements or which do not materially affect the nature or quality of the Services. 7.4 Purchaser shall: (a) ensure that the terms of Order are complete and (if submitted by Purchaser) the service specification are complete and accurate; (b) co-operate with Supplier in all matters relating to the Services; (c) provide Supplier, its employees, agents, consultants and subcontractors with access to Purchaser’s premises, machinery and other facilities as reasonably required by Supplier to provide the Services; and (d) provide Supplier with such information and materials as Supplier may reasonably require to supply the Services, and ensure that such information is accurate in all material respects. 7.5 If Supplier’s performance of any of its obligations in respect of the Services is prevented or delayed by an any act or omission by Purchaser or failure by Purchaser to performs its obligations (“Purchaser Default”) Supplier shall without limiting its other rights or remedies have the right to suspend performance of the Services until Purchaser remedied Purchaser Default and relieves Supplier from its obligations to the extent the Customer Default prevents or delays Supplier’s performance. Purchaser shall indemnify Supplier against all liabilities costs, losses and expenses which Supplier may incur by reason of Purchaser Default. 7.6 Where the Services consist of any experimental or developmental work, the results supplied or recommendations made under the Services are given in good faith within the limitations of the data available, but no warranty, expressed or implied, is given as to the ability of Supplier to achieve a specific outcome, nor the accuracy of results obtained. 7.7 Any claims by Purchaser which is based on defect in the Services shall be notified to Supplier within twenty-one (21) days of the services being performed and promptly after discovery of defect or failure. The sole and exclusive remedy of Purchaser for such defect hereunder shall be the re-performance or re- fund, at Supplier’s option, of any defective or non-conforming Services.

  • Scope of Services and Term Subject to the provisions for early termination as set forth herein, the Contractor agrees that it will perform the Services enumerated in the scope of services attached hereto as Exhibit A and incorporated herein by reference (the “Scope of Services”) for a term of five years (5) beginning , 2023 through , 2028 (the “Term”). The Authority in its sole discretion may extend the Agreement for two (2) additional one-year periods, for a potential maximum term of *** (**) years. The Authority will provide any such renewal notice in writing at least thirty (30) days prior to expiration of the Agreement. The maximum payment for the Term is set forth in Section II(a). All work shall be diligently performed by the Contractor in an economical, expeditious and professional manner.

  • General Scope of Services Contractor promises and agrees to furnish all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply professional services, as more particularly described in Exhibit B (Statement of Work and Misc. Documents) attached hereto and incorporated herein by reference (collectively “Services”). All Services shall be subject to, and performed in accordance with, this Contract, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations.

  • Attachment A, Scope of Services The scope of services is amended as follows:

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