TERMS AND CONDITIONS OF CONSULTANCY Sample Clauses

TERMS AND CONDITIONS OF CONSULTANCY. 7.1 Unless the Executive’s employment hereunder is terminated pursuant to Section 5 above, the Company shall retain the Executive as a nonexclusive, independent consultant, and the Executive shall serve in such capacity, all in accordance with the terms and conditions hereof, for a period (the “Consulting Period”) commencing immediately following the termination of the Employment Period and expiring, unless sooner terminated by either party on 30 days prior written notice or due to the Executive’s death or disability, on the second anniversary of the commencement of the Consulting Period. 7.2 During the Consulting Period, the Executive shall receive an annual consulting fee of $125,000, payable in equal monthly installments on the fifteenth day of each month during the Consulting Period. In addition, during the Consulting Period, (a) the Executive shall be entitled to receive an amount of options normally granted to non-employee members of the Board, on terms and conditions typically contained in such options, and (b) for as long as the Executive is a director, and shall be entitled to be covered by officers/directors insurance, the cost of which to be borne by the Company. 7.3 During the Consulting Period, the Executive shall serve as a senior level consultant to the Board with regard to both transition matters and other strategic matters of the Company and shall have duties commensurate with those of senior management consultants of similarly sized companies. The Consultant shall devote, on average, approximately forty hours per month to the performance of his obligations hereunder to the Company and shall maintain written records and appropriate documentation with respect to such obligations. 7.4 If, prior to the expiration of the Consulting Period, (i) the Company terminates the Executive’s consultancy for any reason (including by reason of death or disability) other than Cause or (ii) the Executive terminates his consultancy for Good Reason (which, for these purposes, shall also include, the Board removing the Executive as Chairman and Vice Chairman of the Board), then, provided that the Executive has resigned from the Board and executed a mutually acceptable reciprocal release with the Company having customary terms and exceptions, the Company shall pay the Executive $125,000 in a single lump sum and the provisions of Section 4.3(c) shall apply to the Existing Options. 7.5 The Executive, as an independent contractor (rather than an employee of the Co...
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TERMS AND CONDITIONS OF CONSULTANCY. The Consultant will serve the Company as defined always working in the most profitable and efficient manner to the best of his ability always taking in to account the obligations that the Consultant owes to SayberX.
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TERMS AND CONDITIONS OF CONSULTANCY. 4.01 The Consultant will serve the Company as a liaison and public relations facilitator to generate sales, marketing and distribution channels for current and future products and services and to serve as intermediary to various financial and funding sources always working in the most profitable and efficient manner. 4.02 The Consultant shall carry out such further duties and projects as requested by the President of the Company and shall report to the President or such other person as the President may advise. 4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company and without limiting the generality of the foregoing, to authorize any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company. 4.04 The Consultant will well and faithfully serve the Company during the continuance of his term of engagement hereunder and will use his best efforts to promote the interests of the Company and its Business.
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TERMS AND CONDITIONS OF CONSULTANCY. 4.01 The Consultant will serve the Company in an introductory capacity as a liaison and facilitator to serve as intermediary to various potential business partnership sources while always working in the most efficient and cost-effective manner possible. 4.02 The Consultant shall carry out such further duties and projects as requested by the President of the Company and shall report to the President or such other person as the President may advise. 4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company and without limiting the generality of the foregoing, to authorize any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company. 4.04 The Consultant will well and faithfully serve the Company during the continuance of his term of engagement hereunder and will use his best efforts to promote the interests of the Company and its Business.
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TERMS AND CONDITIONS OF CONSULTANCY. The Consultant will serve the Company as a liaison and public relations facilitator to generate sales, marketing and distribution channels for current and future products and services and to serve as intermediary to various financial and funding sources always working in the most profitable and efficient manner.
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TERMS AND CONDITIONS OF CONSULTANCY. 4.01 The Consultant will serve the Company as defined always working in the most profitable and efficient manner to the best of his ability always taking in to account the obligations that the Consultant owes to SayberX. 4.02 The Consultant shall carry out such further duties and projects as reasonably requested by the President of the Company (acting at all times in good faith) and as further defined in Article 2 b (iii) of the Exclusive Rights Agreement hereto, and shall report to the President or such other person as the President may advise. 4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company and without limiting the generality of the foregoing, to authorize any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company save in relation to any and all pre agreed agreements that may be required from time to time for the Consultant to carry out and perform the services to the Company. 4.04 The Consultant will well and faithfully serve the Company during the continuance of his term of engagement hereunder and will use his reasonable commercial efforts to promote the interests of the Company and its Business.
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TERMS AND CONDITIONS OF CONSULTANCY. 4.01 The Consultant will serve the Company as an expert in the development of interactive website designs and high quality marketing and other collateral promotional materials always working in the most profitable and efficient manner. 4.02 The Consultant shall carry out such further duties and projects as requested by the President of the Company and shall report to the President or such other person as the President may advise. 4.03 The Consultant does not have the power to enter into any contracts on behalf of the Company and without limiting the generality of the foregoing, to authorize any borrowing, financial commitments, lending, pledging, selling, assigning or employment without the specific written approval of the Company. 4.04 The Consultant will well and faithfully serve the Company during the continuance of his term of engagement hereunder and will use his best efforts to promote the interests of the Company and its Business.
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Related to TERMS AND CONDITIONS OF CONSULTANCY

  • Other Terms and Conditions of Employment Where an assessment has been made, the applicable percentage shall apply to the wage rate only. Employees covered by the provisions of the clause will be entitled to the same terms and conditions of employment as all other employees covered by this Agreement paid on a pro-rata basis.

  • Additional Terms and Conditions of Award NONTRANSFERABILITY OF SHARES. Prior to the date on which Shares subject to this Award vest pursuant to Section 3 hereof, such Shares may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Any such attempted sale, transfer, assignment, pledge, hypothecation or encumbrance, or other disposition of such Shares shall be null and void.

  • TERMS AND CONDITIONS OF SERVICE 3.1. Based on the received Letter of Application with a manuscript of a scientific and/or other text from the author (the Customer), the Contractor accepts the texts intended for publication in a printed mass media for editing on a paid basis. 3.2. The author (the Customer) who applies to the editorial office for the purpose of editing its scientific and/or other texts shall be obliged as follows: • Transfer its manuscript to the editorial board by sending the same to the official email address of the editorial board. • Based on the confirmation of a positive review and the invoice sent by the editorial board for payment for editing, prepress, electronic layout, publication on the journal's website, and archiving scientific and/or other texts, pay the cost of services within three (3) calendar days from the date of receipt of the invoice for payment for services. • At the request of the editorial board, provide information and perform any actions necessary and sufficient from the standpoint of the editorial board to perform the order. 3.3. The editorial board undertakes to render the services within 3 (three) months from the date of acceptance of the terms and conditions hereof and the Customer's payment for services hereunder. In exceptional cases, the term of performance of the terms and conditions hereof may be agreed with the author (the Customer) individually. 3.4. Services shall be considered rendered, and the terms and conditions hereof shall be considered performed at the time of the editor-in-chief's approval of the layout-original issue wherein the scientific and/or other text of the Customer is subject to publication.

  • Terms and Conditions of Employment The term “terms and conditions of employment” means the hours of employment, the compensation therefore including fringe benefits except retirement contributions or benefits, and the Board of Education’s personnel policies affecting the working conditions of the employees. The term is subject to the provisions of Section 179A of PELRA, as amended, regarding the rights of public employers and the scope of negotiations.

  • Terms and Conditions of Award The grant of Restricted Stock Units provided in Section 1(a) shall be subject to the following terms, conditions and restrictions:

  • Terms and Conditions of Options The Options evidenced hereby are subject to the following terms and conditions:

  • Terms and Conditions of Use NASCAR shall have the right to use and sublicense PROMOTER’s Marks in connection with publicity, promotion or advertising of the Event and the NASCAR Sprint Cup Series, and the exploitation of Live Broadcast Rights and Ancillary Rights, provided, however, that NASCAR shall not, without the prior written consent of PROMOTER, use or sublicense the use of PROMOTER’s Marks on the branding of any retail package product, unless otherwise expressly permitted in this Agreement.

  • Terms and Conditions of this Agreement 1. The PROVIDER retains ownership of the MATERIAL, including any MATERIAL contained or incorporated in MODIFICATIONS. 2. The RECIPIENT retains ownership of: (a) MODIFICATIONS (except that, the PROVIDER retains ownership rights to the MATERIAL included therein), and (b) those substances created through the use of the MATERIAL or MODIFICATIONS, but which are not PROGENY, UNMODIFIED DERIVATIVES or MODIFICATIONS (i.e., do not contain the ORIGINAL MATERIAL, PROGENY, UNMODIFIED DERIVATIVES). If either 2 (a) or 2 (b) results from the collaborative efforts of the PROVIDER and the RECIPIENT, joint ownership may be negotiated. 3. The RECIPIENT and the RECIPIENT SCIENTIST agree that the MATERIAL: (a) is to be used solely for teaching and academic research purposes; (b) will not be used in human subjects, in clinical trials, or for diagnostic purposes involving human subjects without the written consent of the PROVIDER; (c) is to be used only at the RECIPIENT organization and only in the RECIPIENT SCIENTIST's laboratory under the direction of the RECIPIENT SCIENTIST or others working under his/her direct supervision; and (d) will not be transferred to anyone else within the RECIPIENT organization without the prior written consent of the PROVIDER. 4. The RECIPIENT and the RECIPIENT SCIENTIST agree to refer to the PROVIDER any request for the MATERIAL from anyone other than those persons working under the [[Page 12774]] RECIPIENT SCIENTIST's direct supervision. To the extent supplies are available, the PROVIDER or the PROVIDER SCIENTIST agrees to make the MATERIAL available, under a separate implementing letter to this Agreement or other agreement having terms consistent with the terms of this Agreement, to other scientists (at least those at NONPROFIT ORGANIZATION(S)) who wish to replicate the RECIPIENT SCIENTIST's research; provided that such other scientists reimburse the PROVIDER for any costs relating to the preparation and distribution of the MATERIAL. (a) The RECIPIENT and/or the RECIPIENT SCIENTIST shall have the right, without restriction, to distribute substances created by the RECIPIENT through the use of the ORIGINAL MATERIAL only if those substances are not PROGENY, UNMODIFIED DERIVATIVES, or MODIFICATIONS. (b) Under a separate implementing letter to this Agreement (or an agreement at least as protective of the PROVIDER's rights), the RECIPIENT may distribute MODIFICATIONS to NONPROFIT ORGANIZATION(S) for research and teaching purposes only. (c) Without written consent from the PROVIDER, the RECIPIENT and/or the RECIPIENT SCIENTIST may NOT provide MODIFICATIONS for COMMERCIAL PURPOSES. It is recognized by the RECIPIENT that such COMMERCIAL PURPOSES may require a commercial license from the PROVIDER and the PROVIDER has no obligation to grant a commercial license to its ownership interest in the MATERIAL incorporated in the MODIFICATIONS. Nothing in this paragraph, however, shall prevent the RECIPIENT from granting commercial licenses under the RECIPIENT's intellectual property rights claiming such MODIFICATIONS, or methods of their manufacture or their use. 6. The RECIPIENT acknowledges that the MATERIAL is or may be the subject of a patent application. Except as provided in this Agreement, no express or implied licenses or other rights are provided to the RECIPIENT under any patents, patent applications, trade secrets or other proprietary rights of the PROVIDER, including any altered forms of the MATERIAL made by the PROVIDER. In particular, no express or implied licenses or other rights are provided to use the MATERIAL, MODIFICATIONS, or any related patents of the PROVIDER for COMMERCIAL PURPOSES. 7. If the RECIPIENT desires to use or license the MATERIAL or MODIFICATIONS for COMMERCIAL PURPOSES, the RECIPIENT agrees, in advance of such use, to negotiate in good faith with the PROVIDER to establish the terms of a commercial license. It is understood by the RECIPIENT that the PROVIDER shall have no obligation to grant such a license to the RECIPIENT, and may grant exclusive or non-exclusive commercial licenses to others, or sell or assign all or part of the rights in the MATERIAL to any third party(ies), subject to any pre-existing rights held by others and obligations to the Federal Government. 8. The RECIPIENT is free to file patent application(s) claiming inventions made by the RECIPIENT through the use of the MATERIAL but agrees to notify the PROVIDER upon filing a patent application claiming MODIFICATIONS or method(s) of manufacture or use(s) of the MATERIAL. 9. Any MATERIAL delivered pursuant to this Agreement is understood to be experimental in nature and may have hazardous properties. The PROVIDER MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. THERE ARE NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIAL WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHTS. 10. Except to the extent prohibited by law, the RECIPIENT assumes all liability for damages which may arise from its use, storage or disposal of the MATERIAL. The PROVIDER will not be liable to the RECIPIENT for any loss, claim or demand made by the RECIPIENT, or made against the RECIPIENT by any other party, due to or arising from the use of the MATERIAL by the RECIPIENT, except to the extent permitted by law when caused by the gross negligence or willful misconduct of the PROVIDER. 11. This agreement shall not be interpreted to prevent or delay publication of research findings resulting from the use of the MATERIAL or the MODIFICATIONS. The RECIPIENT SCIENTIST agrees to provide appropriate acknowledgement of the source of the MATERIAL in all publications. 12. The RECIPIENT agrees to use the MATERIAL in compliance with all applicaple statutes and regulations, including Public Health Service and National Institutes of Health regulations and guidelines such as, for example, those relating to research involving the use of animals or recombinant DNA. 13. This Agreement will terminate on the earliest of the following dates: (a) when the MATERIAL becomes generally available from third parties, for example, though reagent catalogs or public depositories or (b) on completion of the RECIPIENT's current research with the MATERIAL, or (c) on thirty (30) days written notice by either party to the other, or (d) on the date specified in an implementing letter, provided that: (i) if termination should occur under 13(a), the RECIPIENT shall be bound to the PROVIDER by the least restrictive terms applicable to the MATERIAL obtained from the then-available resources; and (ii) if termination should occur under 13(b) or (d) above, the RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS; (iii) in the event the PROVIDER terminates this Agreement under 13(c) other than for breach of this Agreement or for cause such as an imminent health risk or patent infringement, the PROVIDER will defer the effective date of termination for a period of up to one year, upon request from the RECIPIENT, to permit completion of research in progress. Upon the effective date of termination, or if requested, the deferred effective date of termination, RECIPIENT will discontinue its use of the MATERIAL and will, upon direction of the PROVIDER, return or destroy any remaining MATERIAL. The RECIPIENT, at its discretion, will also either destroy the MODIFICATIONS or remain bound by the terms of this agreement as they apply to MODIFICATIONS. 14. Paragraphs 6, 9, and 10 shall survive termination. 15. The MATERIAL is provided at no cost, or with an optional transmittal fee solely to reimburse the PROVIDER for its preparation and distribution costs. If a fee is requested by the PROVIDER, the amount will be indicated in an implementing letter.

  • Terms and Conditions of the Offer Provided that this Agreement shall not have been terminated pursuant to Article X and that none of the events or circumstances set forth in clauses (C)(1) or (C)(4) of Annex A shall have occurred and be existing (and shall not have been waived by Parent), as promptly as practicable after the date hereof (but in no event more than ten Business Days thereafter), Acquisition Sub shall (and Parent shall cause Acquisition Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to purchase any and all of the Company Shares at a price per Company Share, subject to the terms of Section 2.1(c), equal to the Offer Price, provided that Parent and Acquisition Sub shall not be required to commence, or cause to be commenced, the Offer prior to the date on which the Company is prepared to file the Schedule 14D-9. The Offer shall be made by means of an offer to purchase all outstanding Company Shares (the “Offer to Purchase”) that is disseminated to all of the Company Stockholders and contains the terms and conditions set forth in this Agreement and in Annex A. Each of Parent and Acquisition Sub shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. The Offer shall be subject only to: (i) the condition (the “Minimum Condition”) that, prior to the expiration of the Offer, there be validly tendered and not withdrawn in accordance with the terms of the Offer a number of Company Shares that, together with the Company Shares then owned by Parent and Acquisition Sub (if any), represents at least a majority of all then outstanding Company Shares on a fully diluted basis, assuming the issuance of all Company Shares that may be issued upon the vesting, conversion or exercise of all outstanding options, warrants, convertible or exchangeable securities and similar rights that are then, or then scheduled to become, exercisable within ninety (90) days following the then scheduled expiration of the Offer in accordance with the terms and conditions thereof (other than the Top-Up Option); and (ii) the other conditions set forth in Annex A.

  • TERMS AND CONDITIONS OF AGREEMENT INSURANCE REQUIREMENTS: During the term of this Agreement, consultant/contractor shall maintain insurance documentation per the limits and requirements outlined:

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