Common use of Consultancy Agreement Clause in Contracts

Consultancy Agreement. In the event EMPLOYEE’S employment is terminated by EMPLOYER without Cause or by EMPLOYEE for Good Reason, EMPLOYEE and EMPLOYER shall immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months Base Salary only (hereinafter “Consulting Pay”) in exchange for consulting services. The term of the consultancy will be for twelve (12) months after the date of EMPLOYEE’S termination (“Consulting Period”) and the Consulting Pay shall be paid in twelve (12) equal consecutive monthly installments beginning on the first day of the Consulting Period. EMPLOYEE agrees to make himself available to EMPLOYER for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’S job description during the course of EMPLOYEE’S employment. EMPLOYEE agrees to respond promptly, reasonably and cooperatively to EMPLOYER’S requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by EMPLOYER, but EMPLOYEE will receive his full pay under this paragraph. However, EMPLOYER reserves the right to require EMPLOYEE to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’S unique assistance is required by EMPLOYER. (Examples of special circumstances include, but are not limited to, assistance in litigation or responding to government inquiries). In order to protect EMPLOYER’S confidential and trade secret information from use or disclosure to a party other than EMPLOYER, and to enable EMPLOYER to be able to obtain the benefits of EMPLOYEE’S consulting obligations hereunder, EMPLOYEE agrees that so long as he is accepting Consulting Pay pursuant to this section, he (a) will not accept employment or consulting work in any capacity with any competitor of EMPLOYER; and (b) will continue to abide by the provisions of paragraphs 11 and 12 below. In the event that EMPLOYEE accepts subsequent employment or other consulting work within the Consulting Period, EMPLOYEE will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands that this is a material term of this Agreement.

Consultancy Agreement. In (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the event EMPLOYEE’S terms of this Section 8.4 (i) immediately upon termination of Employee’s employment is terminated by EMPLOYER without Cause by the Company or by EMPLOYEE for Good ReasonReason by Employee, EMPLOYEE and EMPLOYER shall or (ii) at the Company’s sole discretion, immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months Base Salary only (hereinafter “Consulting Pay”) in exchange for consulting servicesupon the Company’s request following termination of Employee’s employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will be for twelve (12) months after commence on the date of EMPLOYEE’S termination of Employee’s employment and shall continue until the date that is six months following the date of termination of Employee’s employment (the “Consulting Period”) and ). In exchange for Employee’s consulting services, Employee shall receive compensation during the Consulting Pay shall be paid Period at the same rate as Employee’s Base Salary in twelve effect on the date of termination of Employee’s employment (12) “Consultancy Pay”), payable in equal consecutive monthly installments beginning on the first day of (subject to Section 6.6). (b) During the Consulting Period. EMPLOYEE , Employee agrees to make himself or herself available to EMPLOYER the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’S Employee’s job description during the course of EMPLOYEE’S Employee’s employment. EMPLOYEE Employee agrees to respond promptly, reasonably and cooperatively to EMPLOYER’S the Company’s requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by EMPLOYERthe Company, but EMPLOYEE Employee will receive his or her full pay under this paragraphSection 8.4(a). However, EMPLOYER the Company reserves the right to require EMPLOYEE Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’S Employee’s unique assistance is required by EMPLOYERthe Company. (Examples of special circumstances include, but are not limited to, to assistance in litigation or responding to government regulatory inquiries). . (c) In order to protect EMPLOYER’S the Company’s confidential and trade secret information from use or disclosure to a party other than EMPLOYERthe Company, and to enable EMPLOYER the Company to be able to obtain the benefits of EMPLOYEE’S Employee’s consulting obligations hereunder, EMPLOYEE Employee agrees that so long as he is accepting during the Consulting Pay pursuant to this sectionPeriod, he Employee owes the Company a duty of loyalty and (ai) will shall not accept employment or consulting work in any capacity with with, or invest in, any competitor business opportunity or activity that is engaged at any location in the United States in any activity in which the Company or any of EMPLOYER; its Affiliates in then engaged, and (bii) will continue to abide by the provisions of paragraphs 11 8.1, 8.2 and 12 below. In 8.3 above, and (iii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the event that EMPLOYEE accepts subsequent employment business or other consulting work within patronage of any of the Consulting Periodclients, EMPLOYEE will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands that this is a material term customers, or accounts, or prospective clients, customers, or accounts of this Agreementthe Company or of any of its Affiliates.

Consultancy Agreement. In (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the event EMPLOYEE’S terms of this Section 8.4 (i) immediately upon termination of Employee’s employment is terminated by EMPLOYER without Cause by the Company or by EMPLOYEE for Good ReasonReason by Employee, EMPLOYEE and EMPLOYER shall or (ii) at the Company’s sole discretion, immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months Base Salary only (hereinafter “Consulting Pay”) in exchange for consulting servicesupon the Company’s request following termination of Employee’s employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will be for twelve (12) months after commence on the date of EMPLOYEE’S termination of Employee’s employment and shall continue until the date that is six (6) months following the date of termination of Employee’s employment (the “Consulting Period”) and ). In exchange for Employee’s consulting services, Employee shall receive compensation during the Consulting Pay shall be paid Period at the same rate as Employee’s Base Salary in twelve (12) equal consecutive monthly installments beginning effect on the first day date of termination of Employee’s employment (“Consultancy Pay”), payable in equal monthly installments. (b) During the Consulting Period. EMPLOYEE , Employee agrees to make himself available to EMPLOYER the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’S Employee’s job description during the course of EMPLOYEE’S Employee’s employment. EMPLOYEE Employee agrees to respond promptly, reasonably and cooperatively to EMPLOYER’S the Company’s requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by EMPLOYERthe Company, but EMPLOYEE Employee will receive his full pay under this paragraphSection 8.4(a). However, EMPLOYER the Company reserves the right to require EMPLOYEE Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’S Employee’s unique assistance is required by EMPLOYERthe Company. (Examples of special circumstances include, but are not limited to, to assistance in litigation or responding to government regulatory inquiries). In order to protect EMPLOYER’S confidential and trade secret information from use or disclosure to a party other than EMPLOYERNotwithstanding the foregoing, and to enable EMPLOYER to be able to obtain the benefits of EMPLOYEE’S consulting obligations hereunder, EMPLOYEE agrees that so long as he is accepting Consulting Pay pursuant to this section, he (a) will not accept employment or consulting work in any capacity with any competitor of EMPLOYER; and (b) will continue to abide by the provisions of paragraphs 11 and 12 below. In the event that EMPLOYEE Employee accepts subsequent employment or other consulting work within the Consulting Period, EMPLOYEE Employee will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands the Company. (c) In order to protect the Company’s confidential and trade secret information from use or disclosure to a party other than the Company, and to enable the Company to be able to obtain the benefits of Employee’s consulting obligations hereunder, Employee agrees that this is a material term during the Consulting Period, Employee (i) will continue to abide by the provisions of this Agreementparagraphs 8.1, 8.2 and 8.3 above, and (ii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliates.

Consultancy Agreement. In (a) Employee shall enter into, and shall be conclusively deemed to have entered into, a consultancy agreement with Company upon the event EMPLOYEE’S terms of this Section 8.4 (i) immediately upon termination of Employee's employment is terminated by EMPLOYER without Cause by the Company or by EMPLOYEE for Good ReasonReason by Employee, EMPLOYEE and EMPLOYER shall or (ii) at the Company's sole discretion, immediately enter into an independent contractor/consultant agreement pursuant to which EMPLOYEE shall receive pay in an amount equal to twelve (12) months Base Salary only (hereinafter “Consulting Pay”) in exchange for consulting servicesupon the Company's request following termination of Employee's employment with Cause by the Company or without Good Reason by Employee. The term of the consultancy will be for commence on the date of termination of Employee's employment and shall continue until the date that is twelve (12) months after following the date of EMPLOYEE’S termination of Employee's employment (“the "Consulting Period”) and "). In exchange for Employee's consulting services, Employee shall receive compensation during the Consulting Pay shall be paid Period at the same rate as Employee's Base Salary in twelve (12) equal consecutive monthly installments beginning effect on the first day date of termination of Employee's employment ("Consultancy Pay"), payable in equal monthly installments. (b) During the Consulting Period. EMPLOYEE , Employee agrees to make himself or herself available to EMPLOYER the Company for up to ten (10) hours per week, whether by telephone, e-mail, or in person, on an as-needed basis to consult with respect to matters that were within EMPLOYEE’S Employee's job description during the course of EMPLOYEE’S Employee's employment. EMPLOYEE Employee agrees to respond promptly, reasonably and cooperatively to EMPLOYER’S the Company's requests for assistance. Barring special circumstances, the consulting hours shall not be cumulative; accordingly, hours not used within a given week will be waived by EMPLOYERthe Company, but EMPLOYEE Employee will receive his full pay under this paragraphSection 8.4(a). However, EMPLOYER the Company reserves the right to require EMPLOYEE Employee to provide more than ten (10) hours of service per week in the event that special circumstances arise in which EMPLOYEE’S Employee's unique assistance is required by EMPLOYERthe Company. (Examples of special circumstances include, but are not limited to, to assistance in litigation or responding to government regulatory inquiries). In order to protect EMPLOYER’S confidential and trade secret information from use or disclosure to a party other than EMPLOYERNotwithstanding the foregoing, and to enable EMPLOYER to be able to obtain the benefits of EMPLOYEE’S consulting obligations hereunder, EMPLOYEE agrees that so long as he is accepting Consulting Pay pursuant to this section, he (a) will not accept employment or consulting work in any capacity with any competitor of EMPLOYER; and (b) will continue to abide by the provisions of paragraphs 11 and 12 below. In the event that EMPLOYEE Employee accepts subsequent employment or other consulting work within the Consulting Period, EMPLOYEE Employee will be required to spend no more than five (5) hours per week consulting with EMPLOYER. EMPLOYEE understands the Company. (c) In order to protect the Company's confidential and trade secret information from use or disclosure to a party other than the Company, and to enable the Company to be able to obtain the benefits of Employee's consulting obligations hereunder, Employee agrees that this is a material term during the Consulting Period, Employee (i) will continue to abide by the provisions of this Agreementparagraphs 8.1, 8.2 and 8.3 above, and (ii) shall not directly or indirectly contact, solicit, divert or take away, or attempt to contact, solicit, divert, or take away, the business or patronage of any of the clients, customers, or accounts, or prospective clients, customers, or accounts of the Company or of any of its Affiliates.