Common use of Consultancy Agreement Clause in Contracts

Consultancy Agreement. 1.1 PV is engaged in the development, manufacture, marketing, sale, licensing and other forms of commercialization of innovative technologies, methods and devices relating to nano particles materials for printing Solar cells (the “Field”). 1.2 PV wishes to retain the Company and its principal Dr. Fernando de La ▇▇▇▇ (the “Principal”) in order to provide PV with certain services as described in the attached Appendix A (the “Services”) as of August 1st 2009 (the “Effective Date”), and the Company agrees to provide these Services. 1.3 The Company will provide the Services solely through the Principal. The Company and the Principal may not employ/retain other persons for the performance of the Services, nor may they assign or sub-contract the performance hereunder to any third party, without the prior written consent of PV. 1.4 The Company agrees to cause the Principal to dedicate most of his time, experience, talent, expertise and knowledge to the provision of the Services, and to perform the Services in a loyal and dedicated manner, and in accordance with PV’s policies made and updated from time to time, provided such policies have been brought to the attention of the Company and the Principal. PV acknowledges that the Company and the Principal are conducting and will continue to conduct other business activities during the period of this Agreement. The Principal and the Company may conduct other business activities provided that During the term of this Agreement the Principal and the Company shall not engage in any activity, commercial or otherwise, if such activity can reasonably be expected to create or assist a conflict of interests or competition with PV in the Field. 1.5 The Company is an independent contractor. The parties do not intend, and this Agreement and the performance hereunder shall not be construed to give effect to employment, partnership, joint venture or agency relations between the parties or between the Principal and PV. 1.6 Neither the Company nor the Principal is allowed to obligate and/or bind PV in any way and/or to create any commitments on PV’s behalf, except as required for the performance of the Services and as authorized by PV. 1.7 The Company and the Principal declare to PV that they are under no restrictions towards any third party as to the rendering of the Services to PV and execution of this Agreement.

Consultancy Agreement. 1.1 PV 1.1. The preamble hereto and the appendices attached hereto form integral and binding parts of this Agreement. 1.2. The term "Group" as used in this Agreement shall mean the Company and any of the Company's present or future subsidiaries in which the Company is engaged a shareholder, directly or indirectly, as currently exist and as may exist in the developmentfuture. 1.3. Effective as of July 1, manufacture, marketing, sale, licensing and other forms of commercialization of innovative technologies, methods and devices relating to nano particles materials for printing Solar cells 2017 (the “FieldEffective Date”). 1.2 PV , the Company wishes to retain the Company and its principal Dr. Fernando de La ▇▇▇▇ (the “Principal”) in order to provide PV with certain Consultant’s services as described in the attached Appendix A (the “Services”) as of August 1st 2009 (pursuant to the “Effective Date”)terms set out herein, and the Company Consultant agrees to provide these Services. The scope of the Services will be as set forth in Appendix A. 1.4. The Principal shall be entitled to enter into indemnification and exemption agreement with the Company and to be included in the Company's D&O Insurance, once consummated by the Company. 1.3 1.5. The Company Consultant will provide the Services solely through via the Principal. The Company Principal and neither the Consultant nor the Principal may not employ/retain other persons for the performance of the Services, nor may they or assign or sub-contract the performance hereunder to any third party, without the prior written consent of PV. 1.4 the Company. The Company Consultant agrees to cause the Principal to dedicate most of his timetime (to the extent agreed upon), experience, talent, expertise and knowledge to for the provision of the Services, and to perform the Services in a loyal and dedicated manner, manner and in accordance with PVthe Company’s policies made and updated from time instructions. 1.6. The Consultant hereby declares that neither it nor the Principal are under any restrictions regarding the rendering of the Services to time, provided such policies have been brought to the attention of the Company and the Principal. PV acknowledges that the Company and the Principal are conducting and will continue to conduct other business activities during the period execution of this Agreement. 1.7. The Principal and the Company may conduct other business activities provided that During the term of this Agreement the Principal and the Company shall not engage in any activity, commercial or otherwise, if such activity can reasonably be expected to create or assist a conflict of interests or competition with PV in the Field. 1.5 The Company Consultant is an independent contractor. The parties Parties do not intend, and this Agreement and the performance hereunder shall not be construed to give effect to employment, partnership, joint venture or agency relations between the parties or Parties and/or between the Principal and PV. 1.6 Neither the Company nor the Principal is allowed to obligate and/or bind PV in any way and/or to create any commitments on PV’s behalf, except as required for the performance of the Services and as authorized by PV. 1.7 The Company and the Principal. The Consultant and the Principal declare undertake not to PV present any claims against the Company in that they are under no restrictions towards regard. 1.8. Should the Consultant, the Principal or any third other party on their behalf present any claim against the Company for compensation, based upon allegation of employee-employer relations or otherwise, the Consultant will indemnify and hold the Company harmless for and against such claims, and the Company may offset any sum it may owe the Consultant against the due indemnification sums. Furthermore, the Consultant agrees that if a claim is filed by the Principal or any other party on its behalf against the Company based on alleged employee-employer relations, and a competent court of law accept such claims, then: (i) the monthly gross salary due will be calculated as 60% of the Consulting Fee (as per Section 2.1 below), (ii) the Consultant shall refund to the rendering Company all sums previously paid by the Company in excess of such gross salary, and (iii) the Company shall use the refund amounts towards satisfaction of employer's obligations arising from the aforesaid court-recognized employee-employer relations. 1.9. All reasonable procedures, policies and directives of the Services Company (present and future) applicable to PV subjects of work behavior, discipline etc., will have a binding effect on the Consultant and execution of the Principal as if they were included in this Agreement, provided however, that such policies have been brought to the Consultant's or Principal’s attention in advance. 1.10. The Services performed hereunder are "work for hire", and the Consultant and the Principal shall have no rights or title in such Services, or any part thereof or any of its products or results, and the Company shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights. 1.11. The Consultant shall (and shall cause the Principal to) perform the Services according to all laws, rules and regulations applicable to it.