Consultancy Clause Samples

Consultancy. (a) Upon and subject to the terms, conditions and other provisions of this Agreement, the Company hereby retains Executive as its consultant and Executive hereby accepts this retention and agrees to exercise and perform faithfully, and to the best of his ability on behalf of the Company the powers and duties of Chief Financial Officer on the terms and conditions set forth herein. (b) Executive enters into this agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Executive look to the Company as his employer, or as a partner, agent, or principal. Executive shall not be entitled to any benefits accorded to the Company’s employees including worker’s compensation, disability insurance, vacation or sick pay. Executive shall be responsible for providing, at Executive’s expense, and in Executive’s name, disability, worker’s compensation or other insurance as well as licenses and permits usual or necessary for performing his services. (c) Executive shall pay, when and as due, any and all taxes incurred as a result of Executive’s compensation, including estimated taxes, and shall provide the Company with proof of payment on demand. Executive indemnifies the Company for any claims, losses, costs, fees, liabilities, damages or injuries suffered by Company arising out of Executive’s breach of this section.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees of the Consultancy as the Consultancy may consider appropriate (“the Staff”), subject to the Employment Business and the Client being reasonably satisfied that the Staff has the required skills, qualifications and resources to provide the Consultancy Services to the required standard. 2.2 The Consultancy has the right, at its own expense, to enlist additional or substitute Staff in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy provides details, whenever practicable, of the proposed substitute or sub contractor, ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff or any such sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard. 2.3 Where the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 above, the Consultancy shall be responsible for paying the substitute or sub contractor and shall ensure that any agreement between the Consultancy and any such substitute or sub-contractor shall contain obligations which correspond to the obligations of the Consultancy under the terms of this Agreement and the Consultancy shall remain responsible for the acts or omissions of any such substitute or sub-contractor. 2.4 The Consultancy shall take all reasonable steps to avoid any unplanned changes of Staff assigned to the performance of the Consultancy Services but if the Consultancy is unable for any reason to perform the Consultancy Services the Consultancy should inform the Employment Business on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2. 2.5 Due to the specialised nature of the work there may be a lengthy learning process for any Staff prior to becoming familiar with the work. As a result where substitute or additional staff are provided or where the performance of all or part of the Consultancy Services is sub-contracted, the Consultancy shall provide wherever possible, at its own expense, an overlap period for such substitute or additional Staff or any such subcontractor. 2.6 In the event that the Consultancy is unable to supply either the original personnel...

Consultancy. All references to “the Contractor” are replaced by “Consultant” and all references to “Price” are replaced by “Fees” in the Agreement. The Services must be performed personally by the Named Persons. The Principal may give reasonable instructions to the Consultant about the performance of the Services and the Consultant must comply with those instructions, including provision of additional reports, attendance at meetings and the making of presentations. The Consultant must effect and maintain professional indemnity insurance during the Agreement at the minimum level of cover required in the ordinary course of the Consultant’s business and such cover must continue for three years after the expiry of the Agreement. Clause 13 of Attachment 2 is deleted and replaced with: Nothing in this Agreement affects the ownership of Intellectual Property Rights created before the Commencement Date. All Intellectual Property Rights in all Goods and Services including all deliverables, works, materials or other forms of intellectual property provided, created or modified as a result of the Services (“Deliverables”) are vested in the Principal and the Crown in right of the State of South Australia. The Contractor must do anything necessary to vest all Intellectual Property Rights in the Deliverables, and any reports and other materials in the Principal. The Contractor warrants that the use of the Deliverables by the Principal will not infringe the Intellectual Property Rights of any third party. The Principal does not own the Contractor’s Background IP but the Contractor grants the Principal and the Crown in right of the State of South Australia a perpetual, irrevocable, royalty free, fee free licence to use, copy, modify and adapt the Contractor’s Background IP when incorporated in, or necessary for use of, the Deliverables to the extent necessary for the purposes of government operations or public administration. The Principal grants to the Contractor the right to access and use the Deliverables solely for the purpose of providing the Services to the Principal. Each party grants the other only the licences and rights specified. No other licenses or rights (including licences or rights under patents) are granted.

Consultancy. (a) Commencing August 1, 1997, Executive shall, upon reasonable request of the Corporation, at any time during the following seven years (through July 31, 2004), provide his services to the Corporation as a consultant, and receive payments at an annual rate of $500,000 for such consulting services rendered and his availability to provide such services, payable quarterly in advance commencing as of the Payment Date. Executive may be asked to provide his consulting services to the Corporation with respect to any matter within the general area of Executive's expertise as developed during his employment with the Corporation that may from time to time arise during the consulting period but Executive shall be required to act only in an advisory capacity to the officers of the Corporation; it being understood that such services shall include initially consultation on transitional matters. It is, however, understood and agreed that Executive shall not be called upon to devote a major portion of his business time to the performance of services as a consultant to the Corporation and that Executive shall only be required to perform his consulting services at such times, and at such places and for such periods, as will result in the least inconvenience to Executive in relation to such other commitments as he may have from time to time (including, without limitation, any full-time employment). It is further understood and agreed that Executive may provide his consulting services in person at the office to be provided to him by the Corporation as required by Section 3(f) hereof or at other locations reasonably requested by the Corporation or by correspondence or telecommunications from his residence or elsewhere as Executive may determine. Regardless of how performed, all of Executive's consulting services shall be provided to the best of his ability. Executive's obligation to render consulting services to the Corporation pursuant hereto shall be suspended (but not his right to receive the consulting payments provided hereby) for such periods during which Executive may be physically or mentally incapacitated. In the event of Executive's death before the end of the period during which he is to provide consulting services to the Corporation pursuant hereto (assuming none of the contingencies referred to in the penultimate sentence of this paragraph 6(a) has occurred), the consulting payments to which Executive is entitled pursuant to this Section 6 shall be payable to suc...

Consultancy. (a) The Company hereby engages Consultant to perform consulting services for the Company and Consultant hereby accepts such engagement, both upon the terms and conditions as set forth in this Agreement. Consultant hereby covenants and agrees that Consultant will use Consultant’s best efforts, skills and abilities faithfully to provide senior management of the Company and others affiliated with the Company with such consulting services as may be reasonably requested of Consultant by the chief executive officer of the Company (the “Company CEO”) management. The consulting services (the “Services”) to be performed by Consultant under this Agreement are described in Schedule A to this Agreement, which Schedule A forms an integral part of this Agreement and may not be amended or supplemented except by a written document executed by both the Company and Consultant. In performing the Services, Consultant shall report to the Company CEO or, to the extent directed by the board of directors of the Company (the “Company Board”), the Board or such other person(s) designated by the Board. (b) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company that Consultant may engage in any other business or professional activities, provided, however, that such activities do not interfere with the performance of Consultant’ duties under this Agreement or that such engagement is with a entity which manufactures and/or distributes products that directly compete with the products manufactured and/or distributed by the Company in conducting the Business as more fully set forth in paragraph 5(a). (c) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company and Consultant that the engagement of Consultant by the Company pursuant to this Agreement does not constitute Consultant or ▇▇▇▇▇▇▇▇ as an employee, officer or agent of the Company, except to the extent as may hereafter be agreed upon by the Company and Consultant for a particular purpose and evidenced in writing by the parties. In furtherance of such understanding and agreement, neither Consultant nor ▇▇▇▇▇▇▇▇ shall have the authority to obligate or commit the Company, nor shall Consultant nor ▇▇▇▇▇▇▇▇ enter into any negotiations, contract and/or agreement with any third party which shall in any way bind, obligate or commit the Company without the prior written consent of the Company CEO. (d) Notwit...

Consultancy. At the end of Executive’s employment (for whatever reason), Executive agrees to consult with the Company on such issues and items as requested by the Company including, but not limited to, theatre signings, management issues, film strategy issues, technological issues and/or issues with respect to management transition, subject to the Executive’s other commitments and the parties entering into a written agreement on terms to be negotiated by the Company and the Executive in good faith.

Consultancy. The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees of the Consultancy as the Consultancy may consider appropriate (“the Staff”), but shall be project led as set out in Clause 1. The Consultancy shall ensure that the Staff supplied to perform the Consultancy Services shall have the required skills, qualification and resources to provide the Consultancy Services to the required standard.

Consultancy. The Company agrees to retain you as a consultant, and you agree to provide consulting services, under the terms specified below.

Consultancy. Both Parties agree that each is responsible for the acts of its own employees within the scope of their employment pursuant to all relevant and applicable laws and regulations. Notwithstanding the above, Pfizer agrees that in the event a AMC faculty or staff member serves Pfizer in the capacity of consultant, officer, employee, board member, advisor, or other designation, pursuant to a contract or otherwise outside of this Agreement, when acting outside of this Agreement such AMC faculty or staff member shall serve in his or her individual capacity, as an independent contractor, and not as an agent or representative of AMC, that AMC exercises no authority or control over such faculty or staff member while acting in such capacity, that AMC receives no benefit from such activity, that neither Pfizer nor the faculty or staff member may use AMC resources in the course of such service and that AMC makes no representations or warranties under such contracts and otherwise assumes no liability or obligation in connection with any such work or service undertaken by such faculty or staff member. Pfizer further agrees that any breach, error, or omission by a AMC faculty or staff member acting in the capacity set forth above in this Section shall not be imputed or otherwise attributed to AMC, and shall not constitute a breach of this Agreement by AMC.