Consultancy Clause Samples
The Consultancy clause defines the terms under which a consultant provides professional services to a client. It typically outlines the scope of work, deliverables, timelines, and compensation arrangements, ensuring both parties understand their respective obligations. For example, it may specify the nature of advice or expertise to be delivered, the duration of the engagement, and payment schedules. This clause serves to establish clear expectations and responsibilities, reducing the risk of misunderstandings or disputes during the consultancy relationship.
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Consultancy. (a) The parties hereto agree that, during the period from the date of consummation of the acquisition of Pocahontas Bancorp, Inc. (“PFSL”) by IBERIABANK Corporation (“IBKC”) pursuant to an Agreement and Plan of Merger (“Merger Agreement”) between such parties dated contemporaneously herewith (the “Acquisition”) until the second anniversary of such date (the “Consulting Period”), the Consultant undertakes to provide his personal advice and counsel to the Bank and its affiliates in connection with the business of banking and financial services (the “Consulting Services”). The Consultant shall provide such other consulting services commensurate with the Consultant’s prior experience as may be requested by the Chief Executive Officer of the Bank or his delegate from time to time. The Consulting Services may be provided in person, telephonically, electronically or by correspondence. In addition, the Consultant shall privately and publicly be supportive of the Acquisition, PFSL, IBKC, the Bank and management of the parties to the Merger Agreement and their subsidiaries, and without limiting the generality of the foregoing, will not, directly or indirectly, make any negative comment or do any other thing that would tend to cast aspersions on or disparage such entities or their managements.
(b) In consideration for the Consulting Services to be provided pursuant to Section 1(a) hereof, the Bank shall pay to the Consultant a fee of $12,500 per month, payable on the Bank’s normal monthly accounts payable processing. In the event of the Bank’s termination of this Consulting Agreement during the Consulting Period, the Consultant shall be entitled to receive the monthly fee of $12,500 for the remainder of the Consulting Period, provided Consultant complies with all terms of this Consulting Agreement and the related Limited Agreement Not to Compete dated the date hereof.
(c) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of the Bank or any other affiliate of the Bank. As such, the Consultant shall not be entitled to benefits which are available to the Bank’s full-time employees.
(d) If the Consultant dies during the Consulting Period or otherwise is unable to provide the Consulting Services, this Consulting Agreement shall terminate, and no further consulting fees or benefits shall be payable or provided pursuant to this Consulting Agreement.
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 Worker(s) of the Consultancy as the Consultancy may consider appropriate (“the Worker(s)”), subject to the Client being reasonably satisfied that the Worker(s) 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 workers 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 requested to do so, of the substitute or sub- contractor ahead of the planned substitution and subject to the Client being reasonably satisfied that such additional Workers 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 Worker 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 Client as soon as reasonably practicable on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2.
2.5 In the event that the Consultancy is unable to supply either the original personnel or acceptable substitutes or sub-contractors <<for a period of one week or more>> then the Client is entitled to terminate this Agreement forthwith upon written notice.
2.6 The Schedule shall specify the Client, the fee payable by the Client and such disbursements as may be agreed and any other relevant information.
2.7 The Client acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply fo...
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. The Company agrees to retain you as a consultant, and you agree to provide consulting services, under the terms specified below.
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. 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. During the period beginning on the date on which Consultant’s employment with National Penn is terminated (the “Termination Date”) and for a period of twelve (12) months thereafter (the “Consulting Period”), the Consultant shall undertake to provide his personal advice and counsel to National Penn and its subsidiaries and affiliates in connection with the business of National Penn and its subsidiaries, including, but not limited to:
(a) providing continued services in the same manner as when he was employed on a permanent basis as necessary to ensure a proper transition of his former job function to his replacement;
(b) consulting with National Penn regarding the operations and customer relationships of National Penn and its subsidiaries;
(c) providing introductions to customers and providing personal services similar to those the Consultant is currently providing National Penn; (collectively the “Consulting Services”), subject to the terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services as may be requested from time to time by either the President and Chief Executive Officer or Senior Executive Vice President and Chief Operating Officer of National Penn. During the Consulting Period, the Consultant shall be available to devote up to 30 hours per week of his business time, attention, skills and efforts (other than during holidays, vacations and periods of illness) to the business and affairs of National Penn and its subsidiaries and affiliates and shall use his reasonable best efforts to promote the interests of National Penn and its subsidiaries and affiliates. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence as reasonably determined by National Penn. The Consultant shall be available for meetings at the principal executive offices of National Penn at such times as National Penn shall reasonably require.
(d) During the Consulting Period, the Consultant shall be treated as an independent contractor and shall not be deemed to be an employee of National Penn or any subsidiary or affiliate of National Penn.
(e) The obligations of National Penn under this Agreement are subject to and contingent upon the Consultant continuing to be employed by National Penn from the date hereof until the Termination Date.
Consultancy. At the end of Executive’s employment (for whatever reason), Executive agrees to consult with Company for a period of three years on such issues and items as requested by Company, including but not limited to theater signings, management issues, film strategy issues, technological issues and/or issues with respect to management transition subject to the Executive’s other commitments.
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.