Common use of Consultancy Clause in Contracts

Consultancy. (a) The Company hereby engages Consultant to perform consulting services for the Company and Consultant hereby accepts such engagement, both upon the terms and conditions as set forth in this Agreement. Consultant hereby covenants and agrees that Consultant will use Consultant’s best efforts, skills and abilities faithfully to provide senior management of the Company and others affiliated with the Company with such consulting services as may be reasonably requested of Consultant by the chief executive officer of the Company (the “Company CEO”) management. The consulting services (the “Services”) to be performed by Consultant under this Agreement are described in Schedule A to this Agreement, which Schedule A forms an integral part of this Agreement and may not be amended or supplemented except by a written document executed by both the Company and Consultant. In performing the Services, Consultant shall report to the Company CEO or, to the extent directed by the board of directors of the Company (the “Company Board”), the Board or such other person(s) designated by the Board. (b) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company that Consultant may engage in any other business or professional activities, provided, however, that such activities do not interfere with the performance of Consultant’ duties under this Agreement or that such engagement is with a entity which manufactures and/or distributes products that directly compete with the products manufactured and/or distributed by the Company in conducting the Business as more fully set forth in paragraph 5(a). (c) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company and Consultant that the engagement of Consultant by the Company pursuant to this Agreement does not constitute Consultant or ▇▇▇▇▇▇▇▇ as an employee, officer or agent of the Company, except to the extent as may hereafter be agreed upon by the Company and Consultant for a particular purpose and evidenced in writing by the parties. In furtherance of such understanding and agreement, neither Consultant nor ▇▇▇▇▇▇▇▇ shall have the authority to obligate or commit the Company, nor shall Consultant nor ▇▇▇▇▇▇▇▇ enter into any negotiations, contract and/or agreement with any third party which shall in any way bind, obligate or commit the Company without the prior written consent of the Company CEO. (d) Notwithstanding anything to the contrary contained in this Agreement, the Services shall be performed by ▇▇▇▇▇▇▇▇ and no one else other than ▇▇▇▇▇▇▇▇ shall perform the Services without the Company’s prior written consent.

Consultancy. (a) The Company hereby engages Consultant to perform consulting services for the Company and Consultant hereby accepts such engagement, both upon the terms and conditions as set forth in this Agreement. Consultant hereby covenants and agrees that Consultant will use Consultant’s best efforts, skills and abilities faithfully to provide senior management of the Company and others affiliated with the Company with such consulting services as may be reasonably requested of Consultant by the chief executive officer of the Company (the “Company CEO”) management. The consulting services (the “Services”) to be performed by Consultant under this Agreement are described in Schedule A to this Agreement, which Schedule A forms an integral part of this Agreement and may not be amended or supplemented except by a written document executed by both the Company and Consultant. In performing the Services, Consultant shall report to the Company CEO or, to the extent directed by the board Board of directors of the Company (the “Company Board”), the Board or such other person(s) designated by the BoardDirectors. (b) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company that Consultant may engage in any other business or professional activities, provided, however, that such activities do not interfere with the performance of Consultant’ duties under this Agreement or that such engagement is with a entity which manufactures and/or distributes products that directly compete with the products manufactured and/or distributed by the Company in conducting the Business as more fully set forth in paragraph 5(a). (c) Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed by the Company and Consultant that the engagement of Consultant by the Company pursuant to this Agreement does not constitute Consultant or ▇▇▇▇▇▇▇▇ as an employee, officer or agent of the Company, except to the extent as may hereafter be agreed upon by the Company and Consultant for a particular purpose and evidenced in writing by the parties. In furtherance of such understanding and agreement, neither Consultant nor ▇▇▇▇▇▇▇▇ shall have the authority to obligate or commit the Company, nor shall Consultant nor ▇▇▇▇▇▇▇▇ enter into any negotiations, contract and/or agreement with any third party which shall in any way bind, obligate or commit the Company without the prior written consent of the Company CEO. (d) Notwithstanding anything to the contrary contained in this Agreement, the Services shall be performed by ▇▇▇▇▇▇▇▇ and no one else other than ▇▇▇▇▇▇▇▇ shall perform the Services without the Company’s prior written consent.

Consultancy. (a) The Company hereby engages Consultant to perform consulting services for the Company and Consultant hereby accepts such engagement, both upon the terms and conditions as set forth in this Agreement. Consultant hereby covenants and agrees that Consultant will use Consultant’s best efforts, skills and abilities faithfully to provide senior management of the Company and others affiliated with the Company with such consulting services and other services as may be reasonably requested of Consultant by the chief executive officer of the Company (the “Company CEO”) managementCompany’s Chief Executive Officer. The consulting services (the “Services”) to be performed by Consultant under this Agreement are described to (1) provide certain administrative, accounting and financial reporting services, (2) prepare certain financial statements of the Company, and (3) provide such other services as may be assigned to Consultant by the Board of Directors from time to time, all of the foregoing in Schedule A to this Agreement, which Schedule A forms an integral part of this Agreement and may not be amended or supplemented except by a written document executed by both manner consistent with the services Consultant provided the Company and Consultant. In performing the Services, Consultant shall report to the Company CEO or, to the extent directed by the board of directors of the Company (the “Company Board”), the Board or such other person(s) designated by the Boardas CAO . (b) Notwithstanding anything contained to the contrary contained in this Agreement, it is expressly understood and agreed by the Company that Consultant may engage in any other business or professional activities, ; provided, however, that (i) such activities do not interfere with the performance of Consultant’ ’s duties under this Agreement or that Agreement, (ii) such engagement is with activities will not result in a entity which manufactures and/or distributes products that directly compete breach of any of Consultant’s obligations under this Agreement, including, but not limited to, the provisions of Section 4 of this Agreement, and (iii) such activities are not in competition with the products manufactured and/or distributed by the Company in conducting the Business as more fully set forth in paragraph 5(a)Company. (c) Notwithstanding anything contained to the contrary contained in this Agreement, it is expressly understood and agreed by the Company and Consultant parties to this Agreement that the engagement of Consultant by the Company pursuant to this Agreement does not constitute Consultant or ▇▇▇▇▇▇▇▇ as being an employee, officer or agent of the Company, except to the extent as may hereafter be agreed upon by the Company and Consultant parties for a particular purpose and evidenced in writing by the parties. In furtherance of such understanding and agreement, neither Consultant nor ▇▇▇▇▇▇▇▇ shall not have the authority to bind, obligate or commit the Company, nor shall Consultant nor ▇▇▇▇▇▇▇▇ enter into any negotiations, contract and/or agreement with any third party which shall in any way bind, obligate or commit the Company without the prior written consent of the Company CEOCompany’s Chief Executive Officer. (d) Notwithstanding anything Consultant is at all times to be deemed an independent contractor. Consultant is not an employee or agent of the contrary contained in Company for any purpose. Consultant shall pay its own taxes arising from receipt of the fees and other compensation pursuant to this Agreement. Consultant shall indemnify and hold the Company harmless from and against any claims, liabilities, judgments, penalties, interest, taxes, costs, expenses, settlements and fees (including reasonable attorneys’ fees) arising from its violation of the Services shall be performed by ▇▇▇▇▇▇▇▇ and no one else other than ▇▇▇▇▇▇▇▇ shall perform the Services without the Company’s prior written consentforegoing sentence.