Consulting Co Sample Clauses
The "Consulting Co" clause defines the role, responsibilities, and obligations of the consulting company within the agreement. Typically, this clause outlines the scope of services to be provided, the standards of performance expected, and any specific deliverables or timelines. For example, it may specify that Consulting Co will provide strategic advice, project management, or technical expertise as required by the client. The core function of this clause is to clearly establish what is expected from the consulting company, thereby ensuring both parties have a mutual understanding and reducing the risk of disputes over service delivery.
Consulting Co and Consultant shall indemnify, defend, and hold harmless Bank and PCBG, its directors, officers, representatives and agents, for, from and against any and all losses, claims, suits, damages, expenses or liabilities, including court costs and counsel fees, which Bank and/or PCBG has incurred or to which Bank and/or PCBG may become subject, insofar as such losses, claims, suits, damages, expenses, liabilities, costs or fees arise out of or are based upon any failure of any representation or warranty of Consulting Co. or Consultant in Section 2.1 hereof to be true and correct when made.
Consulting Co and Consultant will perform consulting services and not compete with Bank's business in order to protect said business and goodwill following the reorganization, provided Bank agrees to pay Consulting Co. fees in accordance with the terms and conditions hereinafter set forth.
Consulting Co and Consultant acknowledges and agrees that irreparable injury will result to Bank and/or PCBG in the event of a material breach of any of the provisions of this Section 1.4 (the "Designated Provisions") and that Bank and/or PCBG will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy Bank and/or PCBG may have, Bank and/or PCBG shall be entitled to the entry of a preliminary and permanent injunction (including, without limitation, specific performance) by a court of competent jurisdiction in Riverside County, California, to restrain the violation or breach thereof by Consulting Co. or Consultant or any affiliates, agents or any other persons acting for or with Consulting Co. or Consultant in any capacity whatsoever, and Consulting Co. and Consultant submits to the jurisdiction of such court in any such action.
Consulting Co and Consultant hereby agrees that during the Term Consulting Co. or Consultant will not (i) engage in the Banking Business (which term shall include the business of banks, savings and loan institutions, credit unions and other financial institutions) other than on behalf of Bank and/or PCBG or their affiliates within the Designated Area (as hereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or provide management or consulting services in any capacity to any firm, corporation or other entity (other than Bank and/or PCBG or their affiliates) engaged in the Banking Business in the Designated Area, or (iii) directly or indirectly solicit or otherwise intentionally cause any employee, officer, or member of the respective Boards of Directors of Bank and/or PCBG or any other of their affiliates to engage in any action prohibited under (i) or (ii) of this Section 1.4.1 or solicit any customers of Bank that have been customers of the Bank in the last three years.