{"component": "clause", "props": {"groups": [{"samples": [{"hash": "6eyTrIT3ccG", "uri": "/contracts/6eyTrIT3ccG#3duties", "label": "Executive Employment Agreement (Journey Medical Corp)", "score": 36.3675575256, "published": true}], "snippet": "Executive will do and perform all services, acts or things necessary or advisable to conduct the business of the Company and that are normally associated with the position of CFO. Executive\u2019s duties will also include such other duties as the CEO may direct from time to time. Executive will devote his full business time, attention, knowledge and skills to the affairs of the Company and to his duties hereunder and will perform such duties diligently and to the best of his ability, in compliance with the Company\u2019s policies and procedures and the laws and regulations that apply to the Company\u2019s business.", "snippet_links": [{"key": "all-services", "type": "clause", "offset": [30, 42]}, {"key": "the-business-of-the-company", "type": "clause", "offset": [93, 120]}, {"key": "associated-with", "type": "definition", "offset": [143, 158]}, {"key": "the-position", "type": "clause", "offset": [159, 171]}, {"key": "other-duties", "type": "clause", "offset": [222, 234]}, {"key": "the-ceo", "type": "clause", "offset": [238, 245]}, {"key": "from-time-to-time", "type": "clause", "offset": [257, 274]}, {"key": "full-business-time", "type": "clause", "offset": [302, 320]}, {"key": "knowledge-and-skills", "type": "clause", "offset": [333, 353]}, {"key": "affairs-of-the-company", "type": "clause", "offset": [361, 383]}, {"key": "compliance-with-the", "type": "clause", "offset": [487, 506]}, {"key": "policies-and-procedures", "type": "definition", "offset": [517, 540]}, {"key": "laws-and-regulations", "type": "definition", "offset": [549, 569]}, {"key": "to-the-company", "type": "clause", "offset": [581, 595]}], "size": 2, "hash": "be6f430fa637041d502cb9a9f5338456", "id": 1}, {"samples": [{"hash": "aTalOcmp58G", "uri": "/contracts/aTalOcmp58G#3duties", "label": "Loan and Security Agreement (Eyenovia, Inc.)", "score": 34.2429847717, "published": true}], "snippet": "Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) \u200b the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.", "snippet_links": [{"key": "agent-shall", "type": "definition", "offset": [0, 11]}, {"key": "responsible-for", "type": "clause", "offset": [19, 34]}, {"key": "in-connection-with", "type": "clause", "offset": [138, 156]}, {"key": "agreement-or", "type": "definition", "offset": [162, 174]}, {"key": "loan-document", "type": "definition", "offset": [185, 198]}, {"key": "other-document", "type": "clause", "offset": [248, 262]}, {"key": "the-performance", "type": "clause", "offset": [343, 358]}, {"key": "the-covenants", "type": "definition", "offset": [383, 396]}, {"key": "other-terms-or-conditions", "type": "clause", "offset": [412, 437]}, {"key": "default-or-event-of-default", "type": "clause", "offset": [491, 518]}, {"key": "any-other-agreement", "type": "definition", "offset": [632, 651]}, {"key": "satisfaction-of", "type": "clause", "offset": [687, 702]}, {"key": "in-section-4", "type": "clause", "offset": [727, 739]}, {"key": "receipt-of-items", "type": "clause", "offset": [783, 799]}, {"key": "the-agent", "type": "clause", "offset": [838, 847]}], "size": 2, "hash": "c92ab4350eda529d67d324676c82d0c2", "id": 2}, {"samples": [{"hash": "jVH0l9YO7cr", "uri": "/contracts/jVH0l9YO7cr#3duties", "label": "Employment Agreement (Bicycle Therapeutics PLC)", "score": 36.6002731323, "published": true}], "snippet": "Executive will continue to render such business and professional services in the performance of Executive\u2019s duties (consistent with Executive\u2019s position as Chief Medical Officer to the Company, and for the benefit of the Company\u2019s parent, Bicycle Therapeutics plc (\u201cBTL\u201d)). Executive shall report to BTL\u2019s Chief Executive Officer. For the avoidance of doubt and for ease of understanding the intent of the arrangement, all of Executive\u2019s services described herein shall be provided directly to the Company, which will, in turn, continue to provide such services to BTL pursuant to an arm\u2019s length intra- company agreement. To the extent that Executive engages in any services contemplated herein on BTL\u2019s behalf that involve the execution and negotiation of legal documents, such services will be performed in the United Kingdom. Executive shall continue to be expected to perform Executive\u2019s duties under this Agreement remotely from Executive\u2019s home in , but \u200b \u200b including regular travel to the Company\u2019s office in Cambridge, Massachusetts, or such other location as assigned, reimbursed subject to the Company\u2019s corporate travel policy. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.", "snippet_links": [{"key": "in-the-performance", "type": "clause", "offset": [74, 92]}, {"key": "consistent-with", "type": "clause", "offset": [116, 131]}, {"key": "chief-medical-officer", "type": "clause", "offset": [156, 177]}, {"key": "to-the-company", "type": "clause", "offset": [178, 192]}, {"key": "for-the-benefit-of", "type": "definition", "offset": [198, 216]}, {"key": "report-to", "type": "clause", "offset": [290, 299]}, {"key": "chief-executive-officer", "type": "clause", "offset": [306, 329]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [331, 357]}, {"key": "of-understanding", "type": "clause", "offset": [371, 387]}, {"key": "the-arrangement", "type": "clause", "offset": [402, 417]}, {"key": "continue-to-provide", "type": "clause", "offset": [528, 547]}, {"key": "pursuant-to", "type": "definition", "offset": [569, 580]}, {"key": "company-agreement", "type": "definition", "offset": [604, 621]}, {"key": "to-the-extent", "type": "clause", "offset": [623, 636]}, {"key": "contemplated-herein", "type": "clause", "offset": [676, 695]}, {"key": "the-execution", "type": "clause", "offset": [725, 738]}, {"key": "legal-documents", "type": "definition", "offset": [758, 773]}, {"key": "the-united-kingdom", "type": "clause", "offset": [810, 828]}, {"key": "this-agreement", "type": "clause", "offset": [906, 920]}, {"key": "subject-to-the", "type": "definition", "offset": [1090, 1104]}, {"key": "travel-policy", "type": "definition", "offset": [1125, 1138]}, {"key": "in-addition", "type": "clause", "offset": [1140, 1151]}, {"key": "business-trips", "type": "clause", "offset": [1179, 1193]}, {"key": "reasonably-necessary", "type": "clause", "offset": [1219, 1239]}, {"key": "operations-of-the-company", "type": "clause", "offset": [1271, 1296]}], "size": 2, "hash": "9d1619d4eb310045f56c3d718bca02bc", "id": 3}, {"samples": [{"hash": "ispgKeTx1O5", "uri": "/contracts/ispgKeTx1O5#3duties", "label": "Employment Agreement (American Battery Metals Corp)", "score": 30.5181388855, "published": true}], "snippet": "Employee agrees to undertake and perform all duties and services required to perform the Services. A summary of the Services are set forth in Exhibit A. Employee shall report to R\u2587\u2587\u2587 \u2587\u2587\u2587\u2587\u2587\u2587\u2587, CTO of the Company. Employee shall perform the services contemplated herein faithfully, diligently, to the best of Employee's ability, and in the best interests of the Company.", "snippet_links": [{"key": "agrees-to", "type": "clause", "offset": [9, 18]}, {"key": "services-required", "type": "definition", "offset": [56, 73]}, {"key": "summary-of-the-services", "type": "clause", "offset": [101, 124]}, {"key": "report-to", "type": "clause", "offset": [168, 177]}, {"key": "contemplated-herein", "type": "clause", "offset": [248, 267]}, {"key": "of-employee", "type": "clause", "offset": [304, 315]}, {"key": "interests-of-the-company", "type": "clause", "offset": [343, 367]}], "size": 2, "hash": "78e123498541964f691f2fdcf020fa46", "id": 4}, {"samples": [{"hash": "jWAYYOv09pe", "uri": "/contracts/jWAYYOv09pe#3duties", "label": "Executive Employment Agreement (Glycomimetics Inc)", "score": 32.8357276917, "published": true}], "snippet": "Executive will report to the Chairperson (the \u201cChair\u201d) of the Board and/or such other Board officers or committees designated by the Chair, performing such duties as are normally associated with Executive\u2019s positions as President and Chief Executive Officer and such duties consistent therewith as are assigned to Executive from time to time by the Chair, subject to the oversight and direction of the Chair or any applicable designee; \u200b provided, however, that unless Executive is incapacitated by illness or injury from fully performing his duties or otherwise provides his consent, Executive will not be required to report to an Executive Chair. Executive shall perform Executive\u2019s duties under this Agreement principally out of the Company\u2019s Rockville, Maryland location, or such other location as assigned. In addition, Executive shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company.", "snippet_links": [{"key": "report-to", "type": "clause", "offset": [15, 24]}, {"key": "the-chairperson", "type": "clause", "offset": [25, 40]}, {"key": "the-board", "type": "clause", "offset": [58, 67]}, {"key": "board-officers", "type": "definition", "offset": [86, 100]}, {"key": "associated-with", "type": "definition", "offset": [179, 194]}, {"key": "president-and-chief-executive-officer", "type": "definition", "offset": [220, 257]}, {"key": "to-executive", "type": "definition", "offset": [311, 323]}, {"key": "from-time-to-time", "type": "clause", "offset": [324, 341]}, {"key": "subject-to-the", "type": "definition", "offset": [356, 370]}, {"key": "applicable-designee", "type": "definition", "offset": [415, 434]}, {"key": "is-incapacitated", "type": "clause", "offset": [479, 495]}, {"key": "illness-or-injury", "type": "clause", "offset": [499, 516]}, {"key": "executive-chair", "type": "definition", "offset": [632, 647]}, {"key": "this-agreement", "type": "clause", "offset": [698, 712]}, {"key": "in-addition", "type": "clause", "offset": [812, 823]}, {"key": "business-trips", "type": "clause", "offset": [851, 865]}, {"key": "operations-of-the-company", "type": "clause", "offset": [932, 957]}], "size": 1, "hash": "549f4bd81eaaad8ee65582af49cc8790", "id": 5}, {"samples": [{"hash": "gBx08Av0tct", "uri": "/contracts/gBx08Av0tct#3duties", "label": "Employment Agreement (BICYCLE THERAPEUTICS PLC)", "score": 34.3360710144, "published": true}], "snippet": "Executive will render such business and professional services in the performance of Executive\u2019s duties (consistent with Executive\u2019s position as Chief Development Officer to the Company, and for the benefit of the Company\u2019s parent, Bicycle Therapeutics plc (\u201cBTL\u201d)). Executive shall report to BTL\u2019s Chief Executive Officer. For the avoidance of doubt and for ease of understanding the intent of the arrangement, all of Executive\u2019s services described herein shall be provided directly to the Company, which will, in turn, provide such services to BTL pursuant to an arm\u2019s length intra-company agreement. To the extent that Executive engages in any services contemplated herein on BTL\u2019s behalf that involve the execution and negotiation of legal documents, such services will be performed in the United Kingdom. Executive shall be expected to perform Executive\u2019s duties under this Agreement out of the Company\u2019s office in Cambridge, Massachusetts, \u200b or such other location as assigned. In addition, Executive shall make such business trips to such places as may be reasonably necessary or advisable for the efficient operations of the Company.", "snippet_links": [{"key": "in-the-performance", "type": "clause", "offset": [62, 80]}, {"key": "consistent-with", "type": "clause", "offset": [104, 119]}, {"key": "chief-development-officer", "type": "definition", "offset": [144, 169]}, {"key": "to-the-company", "type": "clause", "offset": [170, 184]}, {"key": "for-the-benefit-of", "type": "definition", "offset": [190, 208]}, {"key": "report-to", "type": "clause", "offset": [282, 291]}, {"key": "chief-executive-officer", "type": "clause", "offset": [298, 321]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [323, 349]}, {"key": "of-understanding", "type": "clause", "offset": [363, 379]}, {"key": "the-arrangement", "type": "clause", "offset": [394, 409]}, {"key": "pursuant-to", "type": "definition", "offset": [549, 560]}, {"key": "company-agreement", "type": "definition", "offset": [583, 600]}, {"key": "to-the-extent", "type": "clause", "offset": [602, 615]}, {"key": "contemplated-herein", "type": "clause", "offset": [655, 674]}, {"key": "the-execution", "type": "clause", "offset": [704, 717]}, {"key": "legal-documents", "type": "definition", "offset": [737, 752]}, {"key": "the-united-kingdom", "type": "clause", "offset": [789, 807]}, {"key": "this-agreement", "type": "clause", "offset": [873, 887]}, {"key": "in-addition", "type": "clause", "offset": [983, 994]}, {"key": "business-trips", "type": "clause", "offset": [1022, 1036]}, {"key": "reasonably-necessary", "type": "clause", "offset": [1062, 1082]}, {"key": "operations-of-the-company", "type": "clause", "offset": [1114, 1139]}], "size": 1, "hash": "45f7faedc6586ee84f89595fb8684ef0", "id": 6}, {"samples": [{"hash": "9PwE3dXhhWR", "uri": "/contracts/9PwE3dXhhWR#3duties", "label": "Executive Employment Agreement (BIO-TECHNE Corp)", "score": 34.7960319519, "published": true}], "snippet": "As of the Start Date, Executive shall be employed as the President and Chief Operating Officer of the Company. As Chief Operating Officer, Executive shall report to the Chief Executive Officer of Bio-Techne and to the Chair of the Board of Directors, and shall assume primary responsibility for Bio-Techne\u2019s regular operations. Executive will transition to the position of President and Chief Executive Officer effective as of February 1, 2024 (the period from November 1, 2023 until February 1, 2024, the \u201cTransition Period\u201d), at which time Executive shall also be appointed as a director to the Bio-Techne Board of Directors. During the Term of this Agreement, Executive agrees to devote his full business and professional time, energy, diligence and best efforts to the business and affairs of Bio-Techne, and to perform such services and duties in connection with the business and affairs of Bio-Techne (i) as are customarily incident to Executive\u2019s position and (ii) as may reasonably be assigned or delegated to him from time to time by the Board of Directors of Bio-Techne (the \u201cBoard\u201d) or, during the Transition Period, the Chief Executive Officer. Executive shall render his services at the business office of Bio-Techne to which Executive is assigned, subject to any necessary travel. During the Term of this CEO Employment Agreement (10/2023) \u200b Agreement, Executive shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge and written consent of the Board. Executive may serve as a member of the Board of Directors for up to two for-profit entities, provided that it is not for any business competitive with any product or services marketed or planned for marketing by Bio-Techne, including any Boards on which Executive is a director as of the Start Date.", "snippet_links": [{"key": "the-start-date", "type": "definition", "offset": [6, 20]}, {"key": "officer-of-the-company", "type": "clause", "offset": [87, 109]}, {"key": "report-to", "type": "clause", "offset": [155, 164]}, {"key": "the-chief-executive-officer", "type": "clause", "offset": [165, 192]}, {"key": "chair-of-the-board-of-directors", "type": "clause", "offset": [218, 249]}, {"key": "responsibility-for", "type": "clause", "offset": [276, 294]}, {"key": "the-position", "type": "clause", "offset": [357, 369]}, {"key": "president-and-chief-executive-officer", "type": "definition", "offset": [373, 410]}, {"key": "from-november", "type": "clause", "offset": [456, 469]}, {"key": "a-director", "type": "clause", "offset": [579, 589]}, {"key": "during-the-term-of-this-agreement", "type": "clause", "offset": [628, 661]}, {"key": "agrees-to", "type": "clause", "offset": [673, 682]}, {"key": "professional-time", "type": "clause", "offset": [712, 729]}, {"key": "best-efforts", "type": "definition", "offset": [753, 765]}, {"key": "business-and-affairs", "type": "clause", "offset": [773, 793]}, {"key": "services-and-duties", "type": "clause", "offset": [829, 848]}, {"key": "in-connection-with", "type": "clause", "offset": [849, 867]}, {"key": "to-executive", "type": "definition", "offset": [939, 951]}, {"key": "from-time-to-time", "type": "clause", "offset": [1022, 1039]}, {"key": "by-the-board-of-directors", "type": "clause", "offset": [1040, 1065]}, {"key": "during-the-transition-period", "type": "clause", "offset": [1098, 1126]}, {"key": "business-office", "type": "definition", "offset": [1200, 1215]}, {"key": "subject-to", "type": "clause", "offset": [1262, 1272]}, {"key": "ceo-employment-agreement", "type": "definition", "offset": [1319, 1343]}, {"key": "directly-or-indirectly", "type": "clause", "offset": [1388, 1410]}, {"key": "material-services", "type": "definition", "offset": [1423, 1440]}, {"key": "any-business", "type": "definition", "offset": [1444, 1456]}, {"key": "for-compensation", "type": "definition", "offset": [1495, 1511]}, {"key": "prior-knowledge", "type": "clause", "offset": [1538, 1553]}, {"key": "consent-of-the", "type": "clause", "offset": [1566, 1580]}, {"key": "member-of-the-board-of-directors", "type": "clause", "offset": [1613, 1645]}, {"key": "provided-that", "type": "definition", "offset": [1681, 1694]}], "size": 1, "hash": "927bf75587fdaf8ab1bef012f27febec", "id": 7}, {"samples": [{"hash": "U9VR1tPkGO", "uri": "/contracts/U9VR1tPkGO#3duties", "label": "Executive Employment Agreement (BIO-TECHNE Corp)", "score": 35.0177955627, "published": true}], "snippet": "As of the Start Date, Executive shall be employed as the President, Diagnostics, Genomics and Spatial Segment of the Company. Executive shall report to the Chief Executive Officer of Bio-Techne. During the Term of this Agreement, Executive agrees to devote his full business and professional time, energy, diligence and best efforts to the business and affairs of Bio-Techne, and to perform such services and duties in connection with the business and affairs of Bio-Techne (i) as are customarily incident to Executive\u2019s position and (ii) as may reasonably be assigned or delegated to him from time to time by the Board of Directors of Bio-Techne (the \u201cBoard\u201d). Executive shall render his services at the business office of Bio-Techne to which Executive is assigned, subject to any necessary travel. During the Term of this Agreement, Executive shall not, directly or indirectly, render any material services to any business, corporation, or organization whether for compensation or otherwise, without the prior knowledge and written consent of the Board. Executive may serve as a member of the Board of Directors for CEO Employment Agreement (10/2023) \u200b up to two for-profit entities, one of which may be a public company, provided that it is not for any business competitive with any product or services marketed or planned for marketing by Bio-Techne, including any Boards on which Executive is a director as of the Start Date.", "snippet_links": [{"key": "the-start-date", "type": "definition", "offset": [6, 20]}, {"key": "the-president", "type": "clause", "offset": [53, 66]}, {"key": "of-the-company", "type": "clause", "offset": [110, 124]}, {"key": "report-to", "type": "clause", "offset": [142, 151]}, {"key": "the-chief-executive-officer", "type": "clause", "offset": [152, 179]}, {"key": "during-the-term-of-this-agreement", "type": "clause", "offset": [195, 228]}, {"key": "agrees-to", "type": "clause", "offset": [240, 249]}, {"key": "professional-time", "type": "clause", "offset": [279, 296]}, {"key": "best-efforts", "type": "definition", "offset": [320, 332]}, {"key": "business-and-affairs", "type": "clause", "offset": [340, 360]}, {"key": "services-and-duties", "type": "clause", "offset": [396, 415]}, {"key": "in-connection-with", "type": "clause", "offset": [416, 434]}, {"key": "to-executive", "type": "definition", "offset": [506, 518]}, {"key": "from-time-to-time", "type": "clause", "offset": [589, 606]}, {"key": "by-the-board-of-directors", "type": "clause", "offset": [607, 632]}, {"key": "business-office", "type": "definition", "offset": [705, 720]}, {"key": "subject-to", "type": "clause", "offset": [767, 777]}, {"key": "directly-or-indirectly", "type": "clause", "offset": [856, 878]}, {"key": "material-services", "type": "definition", "offset": [891, 908]}, {"key": "any-business", "type": "definition", "offset": [912, 924]}, {"key": "for-compensation", "type": "definition", "offset": [963, 979]}, {"key": "prior-knowledge", "type": "clause", "offset": [1006, 1021]}, {"key": "consent-of-the", "type": "clause", "offset": [1034, 1048]}, {"key": "member-of-the-board-of-directors", "type": "clause", "offset": [1081, 1113]}, {"key": "ceo-employment-agreement", "type": "definition", "offset": [1118, 1142]}, {"key": "public-company", "type": "definition", "offset": [1208, 1222]}, {"key": "provided-that", "type": "definition", "offset": [1224, 1237]}, {"key": "a-director", "type": "clause", "offset": [1398, 1408]}], "size": 1, "hash": "834fcd0d03e6e6d929e3154bd81cbb98", "id": 8}, {"samples": [{"hash": "c5ccUzpswoj", "uri": "/contracts/c5ccUzpswoj#3duties", "label": "Limited Liability Company Agreement (Evolve Transition Infrastructure LP)", "score": 32.8576316833, "published": true}], "snippet": "(a) To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, the Managers (each in his or her capacity as a Manager) shall owe no fiduciary or similar duty or obligation whatsoever to the Company, any Member or other holder of Units or any other Person. Whenever the Board, or any committee thereof, makes a determination or takes or declines to take any other action, then, unless another express standard is provided for in this Agreement (including, for the avoidance of doubt, as provided in the preceding sentence), the Board, or such committee (as the case may be), shall make such determination or take or decline to take such other action in good faith and shall not be subject to any higher standard contemplated hereby or under the Delaware Act or any other law or at equity. A determination, other action or failure to act by the Board or any committee thereof (as the case may be) will be deemed to be in good faith unless the Board or any committee thereof (as the case may be) believed such determination, other action or failure to act was adverse to the interests of the Company. In any proceeding brought by the Company, any Member or any Person who acquires an interest in a Unit or any other Person who is bound by this Agreement challenging such action, determination or failure to act, the Person bringing or prosecuting such proceeding shall have the burden of proving that such determination, action or failure to act was not in good faith. Notwithstanding the foregoing, to the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, no Manager shall be liable to the Company, any Member or other holder of Units or any other Person for breach of duties (including fiduciary duties).\n(b) To the fullest extent permitted by law, including the Delaware Act, a Person, in performing his or her duties and obligations as a Manager under this Agreement, shall (i) serve in such capacity to represent the interests of the Member that designated such Manager and (ii) be entitled to act or omit to act at the direction of the Member that designated such Person to serve on the Board, considering only such factors, including the separate interests of the Member that designated such Manager and factors specified by such Member, as such Manager chooses to consider. Notwithstanding anything to the contrary, any action of a Manager or failure to act, taken or omitted in good faith reliance on the foregoing provision shall not, as between the Company and the other Members, on the one hand, and the Manager or the Member designating such Manager, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent that such exists under the Delaware Act or any other applicable law, rule or regulation) on the part of such Manager or Member or any other Manager or Member.\n(c) To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other duty existing at law or in equity (including any \u00ad \u200b fiduciary duties), in taking or otherwise consenting to any action pursuant to Section 5.9, an Independent Manager shall consider only the interests of the Company (and to the extent the Independent Managers are voting with respect to a Subsidiary, the Subsidiary) and the Class B Preferred Members. Except for duties to the Company (and to the extent the Independent Managers are voting with respect to a Subsidiary, the Subsidiary) and the Class B Preferred Members as set forth in the immediately preceding sentence, an Independent Manager shall not have any fiduciary duties to and shall have no obligation to consider the interests of any other Member or other holder of Units or any other Person. Notwithstanding the foregoing, nothing in this Section 6.3(c) shall eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, an Independent Manager shall not be liable to the Company, any Member, Manager, or other holder of Units or any other Person for breach of contract or breach of duties (including fiduciary duties). An Independent Manager is hereby designated as a \u201cmanager\u201d within the meaning of Section 18-101(12) of the Delaware Act. Notwithstanding the foregoing, all right, power and authority of an Independent Manager shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and an Independent Manager shall otherwise have no authority to bind the Company or any Subsidiary. The Company does not currently have any Subsidiaries; however, in the event a Subsidiary of the Company is formed, an Independent Manager shall have the right to review, modify and approve the organizational documents of the Subsidiary as such documents relate to the duties, rights and authority of the Independent Manager(s).\n(d) To the extent that, at law or in equity, a Member (in its capacity as such) or the Class B Representative owes any duties (including fiduciary duties) to the Company, any other Member or other holder of Units or any other Person pursuant to applicable laws or this Agreement such duty is hereby eliminated to the fullest extent permitted pursuant to law, including Section 18-1101(c) of the Delaware Act, it being the intent of the Members that to the extent permitted by law and except to the extent another express standard is specified elsewhere in this Agreement, no Member (in its capacity as such) or the Class B Representative shall owe any duties of any nature whatsoever to the Company, the other Members or any other holders of Units or any other Person, other than the duty of good faith and fair dealing, and each Member and the Class B Representative may decide or determine any matter in its sole and absolute discretion taking into account solely its interests and those of its Affiliates (excluding the Company and its Subsidiaries) and the Class B Preferred Members, as applicable, subject to the duty of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Delaware Act, no Member or the Class B Representative shall be liable to the Company, any other Member or other holder of Units or any other Person for breach of duties (including fiduciary duties).\n(e) Subject to, and as limited by the provisions of this Agreement, each Officer (in such Person\u2019s capacity as an Officer) shall have such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware. To the maximum extent permitted by applicable law, no Officer (in such Person\u2019s capacity as such) shall be liable to the Company or to any Member for losses sustained or liabilities incurred as a result of any act or omission (in relation to the Company, any transaction, any investment or any business decision or action, including for breach of duties including fiduciary duties) taken or omitted by such Officer (in such Person\u2019s capacity as such), unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, \u00ad \u200b in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such Officer (in such Person\u2019s capacity as such) would have had such liability for such act or omission that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware.\n(f) The provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties (including fiduciary duties) and liabilities of the Board, the Class B Representative, an officer of the Company or a Member otherwise existing at law, in equity or by operation of the preceding sentences, are agreed by the Company and the Members to replace such duties and liabilities of the Board, the Class B Representative officer or Member. The Members (in their own names and in the name and on behalf of the Company), acknowledge, affirm and agree that (a) none of the Members would be willing to make an investment in the Company or enter into this Agreement in the absence of this Section 6.3, and (b) they have reviewed and understand the provisions of Section 18-1101(c) and (e) of the Delaware Act.\n(g) Nothing in this Agreement is intended to or shall eliminate any implied contractual covenant of good faith and fair dealing or otherwise relieve or discharge any Member from liability to the Company or the Members on account of any fraudulent or intentional misconduct of such Member.", "snippet_links": [{"key": "to-the-fullest-extent-permitted-by-law", "type": "clause", "offset": [4, 42]}, {"key": "section-18", "type": "clause", "offset": [54, 64]}, {"key": "delaware-act", "type": "clause", "offset": [80, 92]}, {"key": "the-managers", "type": "clause", "offset": [94, 106]}, {"key": "no-fiduciary", "type": "clause", "offset": [160, 172]}, {"key": "of-units", "type": "clause", "offset": [257, 265]}, {"key": "any-other-person", "type": "definition", "offset": [269, 285]}, {"key": "declines-to", "type": "clause", "offset": [367, 378]}, {"key": "other-action", "type": "definition", "offset": [388, 400]}, {"key": "for-the-avoidance-of-doubt", "type": "clause", "offset": [486, 512]}, {"key": "the-case", "type": "definition", "offset": [587, 595]}, {"key": "such-determination", "type": "definition", "offset": [616, 634]}, {"key": "action-in-good-faith", "type": "clause", "offset": [673, 693]}, {"key": "contemplated-hereby", "type": "clause", "offset": [742, 761]}, {"key": "other-law", "type": "definition", "offset": [795, 804]}, {"key": "failure-to-act", "type": "clause", "offset": [852, 866]}, {"key": "by-the-board", "type": "clause", "offset": [867, 879]}, {"key": "interests-of-the-company", "type": "clause", "offset": [1103, 1127]}, {"key": "by-the-company", "type": "clause", "offset": [1155, 1169]}, {"key": "any-person", "type": "clause", "offset": [1185, 1195]}, {"key": "an-interest", "type": "clause", "offset": [1209, 1220]}, {"key": "a-unit", "type": "definition", "offset": [1224, 1230]}, {"key": "who-is-bound-by-this-agreement", "type": "clause", "offset": [1251, 1281]}, {"key": "notwithstanding-the-foregoing", "type": "clause", "offset": [1497, 1526]}, {"key": "breach-of-duties", "type": "clause", "offset": [1721, 1737]}, {"key": "fiduciary-duties", "type": "clause", "offset": [1749, 1765]}, {"key": "a-person", "type": "definition", "offset": [1840, 1848]}, {"key": "duties-and-obligations", "type": "clause", "offset": [1875, 1897]}, {"key": "to-serve", "type": "definition", "offset": [2138, 2146]}, {"key": "on-the-board", "type": "definition", "offset": [2147, 2159]}, {"key": "separate-interests", "type": "clause", "offset": [2206, 2224]}, {"key": "notwithstanding-anything-to-the-contrary", "type": "clause", "offset": [2343, 2383]}, {"key": "any-action", "type": "definition", "offset": [2385, 2395]}, {"key": "reliance-on", "type": "clause", "offset": [2459, 2470]}, {"key": "the-company-and-the", "type": "clause", "offset": [2517, 2536]}, {"key": "other-members", "type": "definition", "offset": [2537, 2550]}, {"key": "the-other-hand", "type": "clause", "offset": [2628, 2642]}, {"key": "breach-of-any", "type": "clause", "offset": [2657, 2670]}, {"key": "other-applicable-law", "type": "definition", "offset": [2785, 2805]}, {"key": "rule-or-regulation", "type": "definition", "offset": [2807, 2825]}, {"key": "other-manager", "type": "definition", "offset": [2872, 2885]}, {"key": "section-59", "type": "clause", "offset": [3153, 3164]}, {"key": "an-independent", "type": "clause", "offset": [3166, 3180]}, {"key": "independent-managers", "type": "definition", "offset": [3261, 3281]}, {"key": "with-respect-to", "type": "clause", "offset": [3293, 3308]}, {"key": "the-subsidiary", "type": "clause", "offset": [3323, 3337]}, {"key": "class-b-preferred-members", "type": "definition", "offset": [3347, 3372]}, {"key": "no-obligation-to-consider", "type": "clause", "offset": [3671, 3696]}, {"key": "section-63", "type": "clause", "offset": [3824, 3835]}, {"key": "covenant-of-good-faith-and-fair-dealing", "type": "clause", "offset": [3879, 3918]}, {"key": "for-breach-of-contract", "type": "clause", "offset": [4135, 4157]}, {"key": "meaning-of", "type": "clause", "offset": [4278, 4288]}, {"key": "power-and-authority", "type": "clause", "offset": [4371, 4390]}, {"key": "to-exercise", "type": "clause", "offset": [4458, 4469]}, {"key": "no-authority-to-bind-the-company", "type": "clause", "offset": [4597, 4629]}, {"key": "in-the-event", "type": "clause", "offset": [4712, 4724]}, {"key": "subsidiary-of-the-company", "type": "definition", "offset": [4727, 4752]}, {"key": "right-to-review", "type": "clause", "offset": [4802, 4817]}, {"key": "documents-of", "type": "clause", "offset": [4857, 4869]}, {"key": "relate-to", "type": "definition", "offset": [4903, 4912]}, {"key": "authority-of-the", "type": "clause", "offset": [4936, 4952]}, {"key": "a-member", "type": "definition", "offset": [5022, 5030]}, {"key": "class-b-representative", "type": "definition", "offset": [5064, 5086]}, {"key": "applicable-laws", "type": "definition", "offset": [5222, 5237]}, {"key": "the-members", "type": "clause", "offset": [5409, 5420]}, {"key": "to-the-extent-permitted-by-law", "type": "clause", "offset": [5426, 5456]}, {"key": "except-to-the-extent", "type": "clause", "offset": [5461, 5481]}, {"key": "no-member", "type": "clause", "offset": [5549, 5558]}, {"key": "duties-of", "type": "clause", "offset": [5629, 5638]}, {"key": "holders-of", "type": "clause", "offset": [5708, 5718]}, {"key": "duty-of-good-faith-and-fair-dealing", "type": "clause", "offset": [5761, 5796]}, {"key": "each-member", "type": "definition", "offset": [5802, 5813]}, {"key": "sole-and-absolute-discretion", "type": "definition", "offset": [5887, 5915]}, {"key": "the-company-and-its-subsidiaries", "type": "clause", "offset": [5996, 6028]}, {"key": "subject-to-the", "type": "definition", "offset": [6080, 6094]}, {"key": "provisions-of-this-agreement", "type": "clause", "offset": [6445, 6473]}, {"key": "an-officer", "type": "clause", "offset": [6518, 6528]}, {"key": "officer-of-the-company", "type": "clause", "offset": [6571, 6593]}, {"key": "a-corporation", "type": "clause", "offset": [6625, 6638]}, {"key": "organized-under-the-laws-of-the-state-of-delaware", "type": "clause", "offset": [6639, 6688]}, {"key": "to-the-maximum-extent-permitted-by-applicable-law", "type": "clause", "offset": [6690, 6739]}, {"key": "liabilities-incurred", "type": "clause", "offset": [6860, 6880]}, {"key": "act-or-omission", "type": "definition", "offset": [6900, 6915]}, {"key": "relation-to-the-company", "type": "clause", "offset": [6920, 6943]}, {"key": "any-business", "type": "definition", "offset": [6980, 6992]}, {"key": "such-officer", "type": "definition", "offset": [7092, 7104]}, {"key": "judgment-entered", "type": "clause", "offset": [7191, 7207]}, {"key": "court-of-competent-jurisdiction", "type": "definition", "offset": [7213, 7244]}, {"key": "in-respect-of", "type": "definition", "offset": [7267, 7280]}, {"key": "acknowledgments-and-agreements", "type": "clause", "offset": [7331, 7361]}, {"key": "liability-for", "type": "clause", "offset": [7460, 7473]}, {"key": "operation-of-the", "type": "clause", "offset": [7903, 7919]}, {"key": "agreed-by", "type": "clause", "offset": [7945, 7954]}, {"key": "duties-and-liabilities", "type": "clause", "offset": [7999, 8021]}, {"key": "representative-officer", "type": "definition", "offset": [8048, 8070]}, {"key": "behalf-of-the-company", "type": "clause", "offset": [8137, 8158]}, {"key": "investment-in-the-company", "type": "clause", "offset": [8248, 8273]}, {"key": "the-provisions-of-section", "type": "clause", "offset": [8381, 8406]}, {"key": "nothing-in-this-agreement", "type": "clause", "offset": [8451, 8476]}, {"key": "liability-to-the-company", "type": "clause", "offset": [8625, 8649]}, {"key": "fraudulent-or-intentional-misconduct", "type": "clause", "offset": [8683, 8719]}], "size": 1, "hash": "3f6fbd1dd58763f935db959d2ee2b204", "id": 9}, {"samples": [{"hash": "2PtF59dQIVm", "uri": "/contracts/2PtF59dQIVm#3duties", "label": "Executive Employment Agreement (American Battery Metals Corp)", "score": 30.5181388855, "published": true}], "snippet": "M\u2587. \u2587\u2587\u2587\u2587 agrees to undertake and perform all duties and services set forth on Exhibit A to this Agreement (the \u201cServices\u201d). M\u2587. \u2587\u2587\u2587\u2587 shall perform the Services herein faithfully, diligently, to the best of M\u2587. \u2587\u2587\u2587\u2587\u2019\u2587 ability, and in the best interests of the Company.", "snippet_links": [{"key": "agrees-to", "type": "clause", "offset": [9, 18]}, {"key": "duties-and-services", "type": "clause", "offset": [45, 64]}, {"key": "to-this-agreement", "type": "clause", "offset": [88, 105]}, {"key": "the-services", "type": "clause", "offset": [147, 159]}, {"key": "interests-of-the-company", "type": "clause", "offset": [242, 266]}], "size": 1, "hash": "b06a7aeaefe01a1918b68498b9bb51b5", "id": 10}], "next_curs": "ClASSmoVc35sYXdpbnNpZGVyY29udHJhY3RzciwLEhZDbGF1c2VTbmlwcGV0R3JvdXBfdjU2IhAzZHV0aWVzIzAwMDAwMDBhDKIBAmVuGAAgAA==", "clause": {"children": [["4company-policies-and-benefits", "4Company Policies and Benefits"], ["5vacation", "5Vacation"], ["6pension", "6Pension"], ["1salary", "1Salary"], ["1base-salary", "1Base Salary"]], "parents": [["2term", "2Term"], ["2position", "2Position"], ["term-of-employment-duties", "Term of Employment Duties"], ["1parties", "1Parties"], ["2employment-and-term-of-agreement", "2Employment and Term of Agreement"]], "title": "3Duties", "size": 17, "id": "3duties", "related": [["general-duties-and-responsibilities", "General Duties and Responsibilities", "General Duties and Responsibilities"], ["job-duties", "Job Duties", "Job Duties"], ["duties", "Duties", "Duties"], ["certain-duties-and-responsibilities", "Certain Duties and Responsibilities", "Certain Duties and Responsibilities"], ["position-duties-and-responsibilities", "Position, Duties and Responsibilities", "Position, Duties and Responsibilities"]], "related_snippets": [], "updated": "2025-08-11T05:36:37+00:00"}, "json": true, "cursor": ""}}