Common use of Consultancy Clause in Contracts

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 or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

Consultancy. 2.1 3.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees Worker(s) of the Consultancy as the Consultancy may consider appropriate (“appropriate. 3.2 Except where such Workers are on the Staff”)Client’s premises, subject to the Employment Business and when the Client being reasonably satisfied that may give directions as to health and safety requirements and network controls and requirements, the Staff has Client shall have no right to, nor shall seek to, exercise any direction, control, or supervision over the required skills, qualifications and resources to provide Workers in the provision of the Consultancy Services Services. The Consultancy shall endeavour to co-operate with the required standardClient's reasonable requests within the scope of the Consultancy Services, however it is acknowledged that except as provided the Consultancy shall have autonomy over its working methods. 2.2 3.3 The Consultancy has the right, at its own expense, to enlist additional or substitute Staff in the performance of Workers to perform the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicablerequested to do so, of the proposed substitute Worker or sub contractor, 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 standardsubstitution. 2.3 3.4 Where the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 Clause 3.3 above, the Consultancy shall be responsible for paying the substitute or sub 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 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 3.5 If a Worker is unable for any reason to perform the Consultancy Services Services, the Consultancy should shall inform the Employment Business Client as soon as reasonably practicable on the first day of unavailability and in such case shall use reasonable endeavours to provide a substitute subject to the provisions of clause 2.2Clause 3.3. 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 or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 3.6 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<agreement. 3.7 The Consultancy Services shall be provided that this in no way compromises or is to at such locations, and during such hours, as the detriment to Consultancy deems appropriate for the performance satisfactory provision of the Consultancy Services>>, unless expressly required otherwise by the Client.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees Workers of the Consultancy as the Consultancy may consider appropriate (“the StaffWorkers”), subject to the Employment Business and the Client being reasonably satisfied that the Staff has Workers have 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 Workers in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicablerequested to do so, 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 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 Staff Workers 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 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 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 or acceptable substitutes or sub sub-contractors <<for a period of one week or more>> then the Employment Business is entitled to cancel terminate this Agreement forthwithforthwith upon written notice. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the 2.7 The Employment Business and the Client acknowledge and accepts accept that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees Worker(s) of the Consultancy as the Consultancy may consider appropriate (“the StaffWorker(s)”), subject to the Employment Business and the Client being reasonably satisfied that the Staff 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 Staff workers in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicablerequested to do so, of the proposed substitute or sub contractor, sub- contractor ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff 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 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 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 Employment Business 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 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 or acceptable substitutes or sub sub-contractors <<for a period of one week or more>> then the Employment Business Client is entitled to cancel terminate this Agreement forthwithforthwith upon written notice. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the 2.7 The Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 (a) The Consultancy's obligation parties hereto agree that, during the one-year period immediately following the date hereof ("Consulting Period"), the Consultant undertakes to provide his personal advice and counsel to the Consultancy Services shall be performed by one or more employees Company and its subsidiaries in connection with the business of the Consultancy Company and its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company, providing introductions to customers, serving as senior adviser to Parkvale Savings Bank (the Consultancy may consider appropriate "Bank"), and providing assistance with respect to the transition period following the Company's acquisition of The Second National Bank of Masontown (“collectively the Staff”"Consulting Services"), subject to the Employment Business terms and conditions which are set forth herein. The Consultant shall provide such Consulting Services commensurate with the Client being Consultant's prior experience as may be reasonably satisfied that requested by the Staff has Chief Executive Officer of the Company from time to time and at mutually agreeable times. The Consultant shall not be required skills, qualifications and resources to provide more than 100 hours of Consulting Services in any calendar month during the Consultancy Consulting Period. Such Consulting Services to the required standardmay be provided in person, telephonically, electronically or by correspondence. 2.2 The Consultancy has (b) In consideration of the rightConsultant's agreement to provide Consulting Services hereunder, during the Consulting Period, the Company shall, or shall cause one of its subsidiaries to, pay the Consultant consulting fees at its own expensethe rate of $52,200 per annum, to enlist additional or substitute Staff payable in monthly installments on the first business day of each month during such Consulting Period, commencing with the first business day of the month immediately following the Effective Time of the Consolidation, as such terms are defined in the performance of Consolidation Agreement. (c) During the Consultancy Services or mayConsulting Period, sub-contract all or part of the Consultancy ServicesCompany shall provide the Consultant with health and accident and group life insurance coverage and shall pay his club dues, provided that the consultancy provides detailsclub dues do not exceed $3,000. (d) During the Consulting Period, whenever practicable, the Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses incurred by the Consultant at the request of the proposed substitute or sub contractorCompany, ahead subject to such reasonable documentation as may be established by the Board of Directors of the planned substitution and subject to Company. If such expenses are paid in the Employment Business and first instance by the Client being reasonably satisfied that such additional Staff or any such sub-contractor has Consultant, the required skills, qualifications, resources and personnel to provide Company shall reimburse the Consultancy Services to the required standardConsultant therefor. 2.3 Where (e) During the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 aboveConsulting Period, the Consultancy Consultant shall be responsible for paying the substitute or sub treated as an independent contractor and shall ensure that any agreement between the Consultancy and any such substitute or sub-contractor shall contain obligations which correspond not be deemed to the obligations be an employee of the Consultancy under the terms of this Agreement and the Consultancy shall remain responsible for the acts Company 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 other affiliate 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 2.2Company. 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 or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

Consultancy. 2.1 (a) The Consultancy's obligation to provide parties hereto agree that, during the Consultancy Services shall be performed by one or more employees period from the date of consummation of the Consultancy as the Consultancy may consider appropriate 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 Staff“Acquisition”) until the second anniversary of such date (the “Consulting Period”), subject the Consultant undertakes to provide his personal advice and counsel to the Employment Business Bank and its affiliates in connection with the Client being reasonably satisfied 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 Staff has the required skills, qualifications and resources to provide the Consultancy Consulting Services to be provided pursuant to Section 1(a) hereof, 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 Bank shall pay to the Employment Business and the Client being reasonably satisfied that such additional Staff or any such sub-contractor has the required skillsConsultant a fee of $12,500 per month, 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 payable 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 workBank’s normal monthly accounts payable processing. 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 of the Consultancy is unable to supply either Bank’s termination of this Consulting Agreement during the original personnel or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the ClientConsulting Period, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy Consultant shall be entitled to seekreceive the monthly fee of $12,500 for the remainder of the Consulting Period, apply forprovided 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, accept the Consultant shall be treated as an independent contractor and perform contracts shall not be deemed to supply its services be an employee of the Bank or any other affiliate of the Bank. As such, the Consultant shall not be entitled to any third party benefits which are available to the Bank’s full-time employees. (d) If the Consultant dies during the term of 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 that pursuant to this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Consulting Agreement.

Consultancy. 2.1 2.1. The Consultancy's ’s obligation to provide the Consultancy Services shall be performed by one or more employees Consultant(s) 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 standardappropriate. 2.2 2.2. The Consultancy has the right, at its own expense, to enlist additional or substitute Staff Consultant(s) in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicable, of the proposed substitute or sub contractor, contractor ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff Consultant(s) or any such sub-contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard. 2.3 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 2.4. The Consultancy shall take all reasonable steps to avoid any unplanned changes of Staff Consultant(s) assigned to the performance of the Consultancy Services but if the Consultancy is unable for any reason to perform deliver the Consultancy Services the Consultancy should inform the Employment Business Client on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2unavailability. 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 work2.5. 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 assign either the original personnel Consultant(s) or acceptable substitutes or sub contractors then the Employment Business Client is entitled to cancel this Agreement forthwith. 2.7 2.6. The Confirmation Note schedules to this Agreement shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 2.7. Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees Worker(s) of the Consultancy as the Consultancy may consider appropriate (“the StaffWorker(s)”), subject to the Employment Business and the Client being reasonably satisfied that the Staff 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 Staff workers in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicablerequested to do so, of the proposed substitute or sub contractor, sub- contractor ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff 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 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 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 Employment Business 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 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 or acceptable substitutes or sub sub-contractors for a period of insert time period or more then the Employment Business Client is entitled to cancel terminate this Agreement forthwithforthwith upon written notice. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the 2.7 The Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

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 practicablepractical, of the proposed substitute or sub contractor, 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 Client 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 or acceptable substitutes or sub sub-contractors then the Employment Business Client is entitled to cancel this Agreement forthwith. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 2.7 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

Consultancy. 2.1 (a) The Consultancy's obligation to provide parties hereto agree that, during the Consultancy Services shall be performed by one or more employees period from the date of consummation of the Consultancy as the Consultancy may consider appropriate 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 Staff“Acquisition”) until the second anniversary of such date (the “Consulting Period”), subject the Consultant undertakes to provide his personal advice and counsel to the Employment Business Bank and its affiliates in connection with the Client being reasonably satisfied 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 Staff has the required skills, qualifications and resources to provide the Consultancy Consulting Services to be provided pursuant to Section 1(a) hereof, 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 Bank shall pay to the Employment Business and the Client being reasonably satisfied that such additional Staff or any such sub-contractor has the required skillsConsultant a fee of $ per month, 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 payable 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 workBank’s normal monthly accounts payable processing. 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 of the Consultancy is unable to supply either Bank’s termination of this Consulting Agreement during the original personnel or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the ClientConsulting Period, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy Consultant shall be entitled to seekreceive the monthly fee of $ for the remainder of the Consulting Period, apply forprovided 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, accept the Consultant shall be treated as an independent contractor and perform contracts shall not be deemed to supply its services be an employee of the Bank or any other affiliate of the Bank. As such, the Consultant shall not be entitled to any third party benefits which are available to the Bank’s full-time employees. (d) If the Consultant dies during the term of 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 that pursuant to this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Consulting Agreement.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees or sub-contractors 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 have the required skills, qualifications and resources to provide the Consultancy Services to the required standard. The project will be led by the Lead Consultant in the Confirmation Note. 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, 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 Client 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 provided, or where the performance of all or part of the Consultancy Services is sub-sub- contracted, the Consultancy shall provide wherever possibleprovide, at its own expense, (it being accepted by the parties that it would not be possible in circumstances provided for pursuant to clause 2.3 above), 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 or acceptable substitutes or sub contractors then the Employment Business Client is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

Consultancy. 2.1 The Consultancy engages in Service Contracts with multiple Clients for work that endures for between one day and six months as required by the Project-based nature of the marketplace. All Contracts shall be closed-ended with a definitive end-point. This normally occurs when the job ends. 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 Client/Business and the Client Partner 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, contractor at least 2 weeks ahead of the planned substitution and subject to the Employment Client/Business and the Client Partner 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 Client/Business Partner by no later than 10.00am on the first day of unavailability and in such case shall provide a substitute subject to the provisions of clause 2.2. 2.5 unavailability. 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 of up to 10 working days for such substitute or additional Staff or any such subcontractor. 2.6 sub-contractor. In the event that the Consultancy is unable to supply either the original personnel or acceptable substitutes or sub contractors then the Employment Client/Business Partner is entitled to cancel this Agreement forthwith. 2.7 . The Confirmation Note Consultancy will be able to suspend the provision of the Consultancy Services on up to 20 days per annum per each Staff (or pro rata where the Consultancy Services are for less than one year), subject to giving the Client four weeks notice of such days. The Consultancy shall specify be responsible to pay the Client, Staff all sums due in respect of those days upon which the fee payable by Consultancy Services provided are suspended pursuant to the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Working Time Regulations 1998 or otherwise. Save as otherwise stated in this Agreement, the Employment Client/Business and the Client Partner acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>. The Consultancy is free to undertake other Services for other parties at any time, either before, after, or concurrently. The Client/Business Partner acknowledges and agrees that it does not have first call on the services of the Consultancy and cannot require the Consultancy to give the Client any priority over another Client. The Consultancy may advertise its services in any way it sees fit shall not raise any objection. The Consultancy will use a Business trading name. The Consultancy will typically use items & equipment, in the execution of their duties, which contain the Consultancy’s Trademark or trading name. The use of this name is the sole preserve of the Consultancy. For all Contracted Services (where the Purchase Order names the Consultancy as the Service Provider) the Consultancy’s Staff are obliged to use the Consultancy’s trading name, Trademarks and Logos. No Client or Business Partner may restrict the use of said trading name. This restriction applies to: telephone answering machine messages (including mobile voice-mail services), Mobile phone operator logos, E:Mail address, E:Mail auto-signature, Mobile phones covers, letterheads, t-shirts, business cards, content web site, fax machine identity, computer screensavers, computer desktop logo, computer identity plates, compliment slips and other written material. The Consultancy will at all times represent itself as an independent business and will in no circumstances represent itself or hold itself out as a representative, servant or employee of the Client or Client/Business Partner. The Consultancy’s staff are the permanent employees of the Consultancy only. It is for the Management of the Consultancy to agree any exceptions, in writing. Any such exception will ONLY extend to the use of a Client/Business Partner's Business Card and verbal communication. This exception extends to the deliberate omission, by the Consultancy staff, to inform Client Staff of their Employer's name. These exceptions are only temporary and acceptable for up to two weeks from the start of any specific engagement period. No Consultancy staff can pass themselves off as a permanent employee of another Company. To do so is a disciplinary offence. No Consultancy Staff can be coerced into deliberately misinforming, lying or otherwise misleading a Client about the Freelance nature of their work. To do so is unethical, unprofessional and a breach of this Agreement.‌‌‌‌‌ This Agreement constitutes the standard Terms and Conditions covering all Purchase Orders and verbal agreements between the Client/Business Partner and the Consultancy and governs the performance of the Consultancy Services by the Consultancy for the Client. It reflects in all material respects the terms of any related contract between the Client and Business Partner . The Consultancy shall not be required to provide any advice and assistance in addition to the Consultancy Services and any requests to provide such additional advice and assistance shall be subject to the prior approval of the Consultancy and agreement between the Consultancy as to the level of fees payable for such additional advice and assistance. In the event that such additional advice and assistance is agreed, the Consultancy must notify the Client/Business Partner of the terms upon which such services will be provided including details of any new fee arrangements in order that the fee arrangement between the Consultancy and Client/Business Partner may be adjusted accordingly. No variation or alteration of these terms shall be valid unless approved by the Client/Business Partner and the Consultancy in writing except where changes to the Consultancy Services are necessary to comply with applicable safety and other statutory requirements, in which case the Consultancy may make such necessary changes without prior notification to the Client/Business Partner. A person who is not a party to this Agreement has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement in addition to any right or remedy which exists or is available apart from that Act. The Consultancy warrants to the Client/Business Partner that by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party. The Consultancy warrants to the Client/Business Partner that its Staff and any substitutes or sub contractors will carry out the Consultancy Services with reasonable skill and care and as far as possible in accordance with the terms of this Agreement and any other timetables or other targets agreed. The Consultancy warrants to the Client/Business Partner that its Staff and any substitutes and sub-contractors used in accordance with the terms of this contract have the necessary skills and qualifications to perform the Consultancy Services.

Consultancy. 2.1 2.1. The Confirmation Note shall specify the Client, the fee payable by the Client and such disbursements as may be agreed and any other relevant information. 2.2. The Consultancy shall take all reasonable steps to avoid any unplanned changes of Consultancy 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 Client on the first day of unavailability. 2.3. The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees of the Consultancy (“Consultancy Staff”), as the Consultancy may consider appropriate (“the Staff”)appropriate, subject to the Employment Business and the Client being reasonably satisfied that the Consultancy Staff has have the required skills, qualifications and or resources to provide the Consultancy Services to the required standard. 2.2 2.4. The Consultancy has the right, at its own expense, to enlist additional or substitute Consultancy 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, contractor ahead of the planned substitution and subject to the Employment Business and the Client being reasonably satisfied that such additional Consultancy Staff or any such sub-sub- contractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services to the required standard. 2.3 2.5. Where the Consultancy provides a substitute or subcontracts all or part of the Consultancy Services pursuant to clause 2.4 above, the Consultancy shall remain liable and accountable to the Client for any acts and/or omissions to the Consultancy Services performed by the substitute, subcontractor or other Consultancy Staff. 2.6. Where the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 2.4 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 2.7. The Consultancy shall take all reasonable steps to avoid any unplanned changes of Consultancy 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 Client on the first day of unavailability and in such case cases, shall provide a substitute subject to the provisions of clause 2.22.5. 2.5 2.8. Due to the specialised nature of the work there may be a lengthy learning process for any Consultancy Staff prior to becoming familiar with the work. As a result where substitute or additional staff Consultancy 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, (it being accepted by the parties that it would not be possible in circumstances provided for pursuant to clause 2.5 above), an overlap period for such substitute or additional Consultancy Staff or any such subcontractor. 2.6 2.9. In the event that the Consultancy is unable to supply either the original personnel or acceptable substitutes or sub contractors then the Employment Business Client is entitled to cancel this Agreement forthwithin accordance with the Notice Period for Early Termination. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 2.10. Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>. 2.11. In the event that the Consultancy anticipates requiring the services of substitutes or subcontractors for a period of the Assignment exceeding one calendar month, then the Consultancy shall, after two calendar weeks, inform the Office of the Traffic Commissioner, seeking clarity and advice concerning the proposed arrangements, providing reasons and further assurances that the Consultancy Services will be performed to the standards required of the Client and Office of the Traffic Commissioner. 2.12. The Consultancy shall be able to supply its services to any third party during the term of this Agreement provided that this in no way compromises or is to detriment the Consultancy Services to the Client or amounts to a breach of this Agreement. 2.13. The Consultancy is not a “managed service company” as defined in section 61B of the Income Tax (Earnings and Pensions) Act 2003 but that it is a personal service company which is compliant in all respects of IR35.

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 practicablepractical, of the proposed substitute or sub contractor, 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 Client 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 or acceptable substitutes or sub contractors then the Employment Business Client is entitled to cancel this Agreement forthwith. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 2.7 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

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 Customer 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 practicablepractical, of the proposed substitute or sub contractor, contractor ahead of the planned substitution and subject to the Employment Business and the Client Customer being reasonably satisfied that such additional Staff or any such sub-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 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 Customer 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 or acceptable substitutes or sub sub-contractors then the Employment Business Customer is entitled to cancel this Agreement forthwith. 2.7 2.6 The Confirmation Note Schedule shall specify the ClientCustomer, the fee payable by the Employment Business Customer and such disbursements as may be agreed, agreed and any other relevant information. 2.8 2.7 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge Customer acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 The ConsultancyService Provider's obligation to provide the Consultancy Services professional services shall be performed by one or more employees of the Consultancy Service Provider as the Consultancy Service Provider 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 professional services to the required standard. 2.2 The Consultancy Service Provider has the right, at its own expense, to enlist additional or substitute Staff in the performance of the Consultancy Services professional services or may, sub-contract all or part of the Consultancy Servicesprofessional services, provided that the consultancy Service Provider provides details, whenever practicable, of the proposed substitute or sub 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 subcontractor has the required skills, qualifications, resources and personnel to provide the Consultancy Services professional services to the required standard. 2.3 Where the Consultancy Service Provider provides a substitute or sub-contracts all or part of the Consultancy Services professional services pursuant to clause 2.2 above, the Consultancy Service Provider shall be responsible for paying the substitute or sub sub-contractor and shall ensure that any agreement between the Consultancy Service Provider and any such substitute or sub-contractor shall contain obligations which correspond to the obligations of the Consultancy Service Provider under the terms of this Agreement and the Consultancy Service Provider shall remain responsible for the acts or omissions of any such substitute or sub-contractor. 2.4 The Consultancy Service Provider shall take all reasonable steps to avoid any unplanned changes of Staff assigned to the performance of the Consultancy Services professional services but if the Consultancy Service Provider is unable for any reason to perform the Consultancy Services professional services the Consultancy Service Provider 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 Service Provider is unable to supply either the original personnel or acceptable substitutes or sub sub- contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 2.6 The Confirmation Note Assignment Notification shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, agreed and any other relevant information. 2.8 2.7 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy Service Provider is in business on its own account and the Consultancy Service Provider shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 The Consultancy's obligation to provide the Consultancy Services shall be performed by one or more employees worker(s) of the Consultancy as the Consultancy may consider appropriate (“the StaffWorker(s)”), subject to the Employment Business and the Client being reasonably satisfied that the Staff 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 Staff Workers in the performance of the Consultancy Services or may, sub-contract all or part of the Consultancy Services, provided that the consultancy Consultancy provides details, whenever practicablerequested to do so, of the proposed substitute or sub contractor, ahead of the planned substitution sub-contractor and subject to the Employment Business and the Client being reasonably satisfied that such additional Staff 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 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 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 Employment Business 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 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 or acceptable suitably skilled and qualified substitutes or sub sub-contractors for a period of 14 days or more then the Employment Business Client is entitled to cancel terminate this Agreement forthwithforthwith upon written notice. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business Client and such disbursements as may be agreed, agreed and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the 2.7 The Client acknowledge acknowledges and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>Agreement.

Consultancy. 2.1 The Consultancy engages in Service Contracts with multiple Clients for work that endures for between one day and six months as required by the Project-based nature of the marketplace. All Contracts shall be closed-ended with a definitive end-point. This normally occurs when the job ends. 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 Client/Business and the Client Partner 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, sub-contractor at least 2 weeks ahead of the planned substitution and subject to the Employment Client/Business and the Client Partner 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 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 Client/Business Partner by no later than 10.00am on the first day of unavailability unavailability. The offer of the provision of any substitute by the Consultancy shall be forfeited if the Consultancy deems that either Agency &/or Client has breached these Terms and Conditions in such a manner that cannot be reconciled. In which case all services by the Consultancy shall provide a substitute subject be withdrawn without prejudice to outstanding monies owed by Client or Agency to the provisions of clause 2.2. 2.5 Consultancy. 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 of up to 10 working days for such substitute or additional Staff or any such subcontractor. 2.6 sub-contractor. In the event that the Consultancy is unable to supply either the original personnel or acceptable substitutes or sub sub- contractors then the Employment Client/Business Partner is entitled to cancel this Agreement forthwith. 2.7 . The Confirmation Note Consultancy will be able to suspend the provision of the Consultancy Services on up to 20 days per annum per each Staff (or pro rata where the Consultancy Services are for less than one year), subject to giving the Client four weeks’ notice of such days. The Consultancy shall specify be responsible to pay the Client, Staff all sums due in respect of those days upon which the fee payable by Consultancy Services provided are suspended pursuant to the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Working Time Regulations 1998 or otherwise. Save as otherwise stated in this Agreement, the Employment Client/Business and the Client Partner acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>. The Consultancy is free to undertake other Services for other parties at any time, either before, after, or concurrently. The Client/Business Partner acknowledges and agrees that it does not have first call on the services of the Consultancy and cannot require the Consultancy to give the Client any priority over another Client. The Consultancy may advertise its services in any way it sees fit. The Consultancy will use a Business trading name. The Consultancy will typically use items & equipment, in the execution of their duties, which contain the Consultancy’s Trademark or trading name. The use of this name is the sole preserve of the Consultancy. For all Contracted Services (where the Purchase Order names the Consultancy as the Service Provider) the Consultancy’s Staff are obliged to use the Consultancy’s trading name, Trademarks and Logos. No Client or Business Partner may restrict the use of said trading name. This restriction applies to: telephone answering machine messages (including mobile voice-mail services), Mobile phone operator logos, E:Mail address, E:Mail auto-signature, Mobile phones covers, letterheads, t-shirts, business cards, content web site, fax machine identity, computer screensavers, computer desktop logo, computer identity plates, compliment slips and other written material. The Consultancy will at all times represent itself as an independent business and will in no circumstances represent itself or hold itself out as a representative, servant or employee of the Client or Client/Business Partner. The Consultancy’s staff are the permanent employees of the Consultancy only. It is for the Management of the Consultancy to agree any exceptions, in writing. Any such exception will ONLY extend to the use of a Client/Business Partner's Business Card and verbal communication. This exception extends to the deliberate omission, by the Consultancy staff, to inform Client Staff of their Employer's name. These exceptions are only temporary and acceptable for up to two weeks from the start of any specific engagement period. No Consultancy staff can pass themselves off as a permanent employee of another Company. To do so is a disciplinary offence. No Consultancy Staff can be coerced into deliberately misinforming, lying or otherwise misleading a Client about the Freelance nature of their work. To do so is unethical, unprofessional and a breach of this Agreement. This Agreement constitutes the standard Terms and Conditions covering all Purchase Orders and verbal agreements between the Client/Business Partner and the Consultancy and governs the performance of the Consultancy Services by the Consultancy for the Client. It reflects in all material respects the terms of any related contract between the Client and Business Partner. The Consultancy shall not be required to provide any advice and assistance in addition to the Consultancy Services and any requests to provide such additional advice and assistance shall be subject to the prior approval of the Consultancy and agreement between the Consultancy as to the level of fees payable for such additional advice and assistance. In the event that such additional advice and assistance is agreed, the Consultancy must notify the Client/Business Partner of the terms upon which such services will be provided including details of any new fee arrangements in order that the fee arrangement between the Consultancy and Client/Business Partner may be adjusted accordingly. In cases where the Business Partner has failed to pay monies due under Contract and the Consultancy has withdrawn services any Contractual clause concerning Notice Period will be forfeited by the Business Partner. No variation or alteration of these terms shall be valid unless approved by the Client/Business Partner and the Consultancy in writing except where changes to the Consultancy Services are necessary to comply with applicable safety and other statutory requirements, in which case the Consultancy may make such necessary changes without prior notification to the Client/Business Partner. A person who is not a party to this Agreement has a right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement in addition to any right or remedy which exists or is available apart from that Act. The Consultancy warrants to the Client/Business Partner that by entering into and performing its obligations under this Agreement it will not thereby be in breach of any obligation which it owes to any third party. The Consultancy warrants to the Client/Business Partner that its Staff and any substitutes or sub-contractors will carry out the Consultancy Services with reasonable skill and care and as far as possible in accordance with the terms of this Agreement and any other timetables or other targets agreed. The Consultancy warrants to the Client/Business Partner that its Staff and any substitutes and sub-contractors used in accordance with the terms of this contract have the necessary skills and qualifications to perform the Consultancy Services.

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 or acceptable substitutes or sub sub-contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 2.6 The Confirmation Note Schedule shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 2.7 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.

Consultancy. 2.1 The Consultancy's obligation (a) Subject to the provisions of Section 1(e), below, the parties hereto agree that, during the five-year period immediately following the date hereof ("Consulting Period"), the Consultant undertakes to provide his personal advice and counsel to the Consultancy Services shall be performed by one or more employees Company and its subsidiaries in connection with the business of the Consultancy Company and its subsidiaries, including consulting with the Company regarding the operations and customer relationships of the Company, providing introductions to customers, serving as senior adviser to Hudson River Bank & Trust Company (▇▇▇ "▇ank"), and providing general merger and acquisition advice (collectively the Consultancy may consider appropriate (“the Staff”"Consulting Services"), subject to the Employment Business terms and conditions which are set forth herein. (i) In no event shall the Client being reasonably satisfied that the Staff has the Consultant be required skills, qualifications and resources to provide more than 50 hours of Consulting Services in any calendar month during the Consultancy Services to the required standardConsulting Period. 2.2 (ii) The Consultancy has Consultant shall provide such Consulting Services commensurate with the rightConsultant's prior experience as may be reasonably requested by the Chief Executive Officer of the Company from time to time and at mutually agreeable times. Such Consulting Services may be provided in person, telephonically, electronically or by correspondence. (b) In consideration of the Consultant's agreement to provide Consulting Services hereunder, during the Consulting Period, the Company shall, or shall cause one of its subsidiaries to, pay the Consultant consulting fees at its own expensethe rate of $150,000 per annum, payable in monthly installments on the first business day of each month during such Consulting Period, commencing May 1, 2001. (c) The Company shall reimburse the Consultant or otherwise provide for or pay for all reasonable expenses (including travel expenses) incurred by the Consultant at the request of the Company, subject to enlist additional or substitute Staff such reasonable documentation as may be established by the Board of Directors of the Company. If such expenses are paid in the performance of first instance by the Consultancy Services or mayConsultant, sub-contract all or part of the Consultancy Services, provided that Company shall reimburse 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 standardConsultant therefor. 2.3 Where (d) During the Consultancy provides a substitute or sub-contracts all or part of the Consultancy Services pursuant to clause 2.2 aboveConsulting Period, the Consultancy Consultant shall be responsible for paying the substitute or sub treated as an independent contractor and shall ensure that not be deemed to be an employee of the Company or any agreement between other affiliate of the Consultancy and any Company. (e) If the Consultant materially breaches the terms of this Agreement, the Company shall provide written notice of such substitute or sub-contractor shall contain obligations which correspond breach to the obligations Consultant. If the breach is not cured within 30 calendar days from when the Consultant receives such notice, then the Company may terminate this Consulting Agreement by written notice of termination provided to the Consultancy Consultant. Thereafter, the Consultant shall be entitled to no further compensation or benefits under the terms of this Agreement and the Consultancy shall remain responsible for the acts or omissions of any such substitute or sub-contractorAgreement. 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 or acceptable substitutes or sub contractors then the Employment Business is entitled to cancel this Agreement forthwith. 2.7 The Confirmation Note shall specify the Client, the fee payable by the Employment Business and such disbursements as may be agreed, and any other relevant information. 2.8 Save as otherwise stated in this Agreement, the Employment Business and the Client acknowledge and accepts that the Consultancy is in business on its own account and the Consultancy shall be entitled to seek, apply for, accept and perform contracts to supply its services to any third party during the term of this Agreement <<provided that this in no way compromises or is to the detriment to the performance of the Consultancy Services>>.