Obligations of the Consultant. Conduct of the Services
Obligations of the Consultant. A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.
B. CONSULTANT shall be responsible for payment of all employees' and subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.
Obligations of the Consultant. A. Consultant shall perform as required by this Agreement and in accordance with the Scope of Services and Rates Schedule set forth in Exhibit A.
B. Consultant shall be responsible for payment of all employees’ wages and benefits, and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security.
C. Consultant shall not subcontract any of the work required to perform the Services without the express prior written approval of the City.
Obligations of the Consultant. (a) Subject always to the oversight and supervision of the Board of Directors of the Company and the terms and conditions of this Agreement, the Consultant shall during the term of this Agreement (i) perform the Services as set forth in Section 3.1(b) below and (ii) comply with the operational objectives and business plans of the Company in existence from time to time. The Company shall promptly provide the Consultant with all amendments to stated operational objectives and business plans of the Company approved by the Board of Directors of the Company and any other available information reasonably requested by the Consultant.
(b) The Consultant agrees and covenants that it shall perform the following services (as may be modified from time to time pursuant to Section 3.3 hereof, the “Services”):
(i) providing administrative services, including recommendations to the Company’s Board of Directors of the engagement of or, with the approval of the Board of Directors, engaging agents, consultants or other third party service providers to the Company, including accountants, lawyers, registered investment advisers or experts, in each case, as may be necessary by the Company from time to time;
(ii) as authorized from time to time by the Board of Directors, dealing with investment bankers, investor relations consultants and other members of the investment community;
(iii) identify, evaluate, manage, perform due diligence on, negotiate and providing assistance to the Company Board of Directors in connection with the acquisitions of target businesses by the High Times Group; provided, that the Consultant shall not advise the Company as to whether or not such acquisitions shall be structured as asset acquisitions or the acquisition of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and the advice of the Company’s accounting, legal and other advisors;
(iv) evaluate, manage, negotiate and providing assistance to the Company Board of Directors in the disposition of all or any part of the property or assets of the High Times Group, including dispositions of all or any part of the Company’s direct or indirect Subsidiaries; provided, that the Consultant shall not advise the Company as to whether or not such dispositions shall be structured as asset sales or the sales of securities or otherwise and all such determinations will be made by the Company based on legal, tax and other considerations and t...
Obligations of the Consultant. A. The Consultant will operate a unit to act as a Washington office for the Cities and head this unit and as Washington Assistant to the Cities. The Consultant will furnish requisite staff, office space, utilities, furnishings, and equipment, secretarial services, common-use office supplies and services, and general administrative support.
B. The Consultant will consult with the "Committee" (see Section IIC) to determine issues of specific interest to the Cities and to determine policies and positions which the Cities as a group hold and wish to be pursued. In cases in which the City positions differ from or conflict with the Cities' group position, the Consultant will consult with the City and the Committee to determine the proper course of action.
Obligations of the Consultant. (1) The Consultant shall exercise all reasonable skill, care and diligence in the performance of the Services under the Agreement and shall carry out all his responsibilities in accordance with recognised professional and technical standards. The Consultant shall in all professional matters act as a faithful adviser to the Employer and in so far as any of its duties are discretionary, act fairly as between the Employer and third parties.
(2) The Consultant will provide all the expert technical advice and skills which are required for the Services for which he is engaged.
Obligations of the Consultant. 5.1. The Consultant shall provide the following Services to the Company:
5.1.1. Consulting services with respect to innovation of new biomedical products or the further development of existing products;
5.1.2. Consulting services with respect to the marketing, sale and distribution of products in 5.1.1 above;
5.1.3. Management of all research and development activities of the Leatt Lab, including but not limited to consultation on product development and quality control functions;
5.1.4. Bringing to market innovative, revolutionary products that represent potential future growth areas for the Company;
5.1.5. Management of timelines and deliverables from the Leatt Lab in accordance with the Company's product development plan;
5.1.6. Management of all international product certifications relating to Leatt Lab products and homologation in connection with organizations including but not limited to CE, FlA, FlM and CIK;
5.1.7. Development and management of relationships with all relevant international sporting bodies relating to Leatt Lab products;
5.1.8. Management of all communication with outside academic and research institutes relating to Leatt Lab products;
5.1.9. Act as chief witness in product liability cases;
Obligations of the Consultant. During the currency of this agreement the Consultant shall:
4.1 provide the Advice to the Company to the best of his skill and ability and promptly as required by the Company and in the provision of that advice will aim always to promote and protect the interests of the Group. The Consultant shall devote such hours to his obligations under this Agreement as are reasonably necessary for the proper provision of the Advice, which shall be on average around 15 hours per month.
4.2 attend the Company's head office or such other place as he is reasonably required to attend for the proper provision of the Advice;
4.3 (it being acknowledged by the Company that the detailed provision of the Advice is a matter for the Consultant) observe the Company's general guidance and instruction with regard to the provision of the Advice;
4.4 notify the Company so far as possible in advance of any periods over which he is or will be unable to provide the Advice due to his holiday, sickness or (subject to and in accordance with 6 below) third party commitment;
4.5 maintain full and proper confidentiality in relation to all information belonging to the Company or any of its clients of a confidential nature whether oral, written or electronically recorded concerning the business and affairs of the Company and the Group and any other information specifically identified by the Company as confidential or known to the Consultant as being held by the Company under a duty of confidentiality to a third party, in either case coming to his attention in the course of or for the purposes of his providing the Advice;
4.6 comply properly with the requirements of all relevant legislation and agreements relating to payment of value added tax, income and other taxes and charges levied in respect of the Company's use of him and the fees payable to him under this Agreement;
Obligations of the Consultant. 8.1. The Consultant agrees that the Services shall be performed by the Personnel.
8.2. The Consultant undertakes that appropriate time will be spent by the Personnel in the preparation of documentation and otherwise in carrying out the Services to ensure that the Services shall be completed in accordance with the terms of and within the timetable documented in Schedule A. The Consultant shall keep true and accurate records of all things done by the Consultant and the Personnel in relation to the provision of the Services.
0.0. Xx carrying out the Services the Consultant shall carry out such functions and observe such directions as UCLan may from time to time lawfully give or impose upon the Consultant within the scope of the Services and their performance.
8.4. The Consultant shall ensure and procure that the Services are performed to a high standard of care and skill and shall at all times act with the utmost good faith towards UCLan. Without prejudice to the generality of these obligations, the Consultant shall declare to UCLan any conflict of interest which the Consultant perceives may exist between interests of UCLan and any other person by whom the Consultant or any other Personnel is engaged.
8.5. Unless otherwise confirmed in writing, no enquiry, approval or consent given by UCLan or on its behalf shall exclude or limit the duty or liability of the Consultant under or in connection with this Agreement.
8.6. The Consultant shall provide the Services at the location (or locations) specified in Schedule A.
8.7. The Consultant shall provide the Services, and supply to UCLan such deliverables as may be required in the provision of the Services, in accordance with the timetable and requirements described in Schedule A and shall, without limitation, comply with the code or codes of practice referred to in Schedule A. Without prejudice to the foregoing, UCLan may in any event at any time call for copies of all or any document and/or data relevant to this Agreement and/or the Services which is in the possession of the Consultant and/or the Personnel (except any data which is the exclusive property of another client of the Consultant).
8.8. If the Consultant or Personnel are unable to provide the Services due to illness or injury, the Consultant shall advise UCLan of that fact as soon as reasonably practicable. For the avoidance of doubt, no fee shall be payable in accordance with clause 6 in respect of any period during which the Services are not provided.
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Obligations of the Consultant. During this Agreement, the Consultant shall:
8.1 act as a consultant to the Client;
8.2 use their best endeavours to perform the Services and deliver any Deliverables and promote, develop, maintain and extend the business of the Client and its reputation;
8.3 use reasonable skill and care in performing the Services to the general industry standard expected for similar services;
8.4 act honestly and in good faith and not do anything which is harmful to the Client;
8.5 devote sufficient time and attention to perform the Services;
8.6 deal in an efficient and prompt manner with all reasonable requests that emanate from the Client or one of its duly authorised representatives;
8.7 do all things reasonably required by the Client to give effect to this Agreement;
8.8 not act in a way that they know or ought to know may:
a. result in the Client incurring criminal or civil liability; or
b. cause the Client to be in breach of any of its regulatory obligations or fiduciary duties; and
8.9 subject to any duty of confidentiality owed to a third party, or any other legal restriction on disclosure, promptly disclose to the Client any information that comes to their knowledge or into their possession which adversely affects or may adversely affect the Client.
