Common use of Consulting Duties Clause in Contracts

Consulting Duties. For of period of five (5) years from the Effective Time, the Consultant agrees as follows: (a) In consideration for the compensation provided for in Section 3 hereof, the Consultant shall provide all reasonable and necessary assistance and cooperation to the Company's legal counsel and other retained professionals (the "SERVICES") with respect to the ▇▇▇▇▇▇ Action, and the Mercator Action (the "PROCEEDINGS"). The Consultant shall make himself available, at times and places reasonably convenient for the Consultant and the Company's counsel, for depositions, interviews, preparation and review of affidavits, interrogatories and discovery materials, investigative assistance, and all such other matters as shall be necessary or in the opinion of counsel to the Company useful to the Company in connection with the Proceedings. The Consultant shall provide the services described herein in a good faith and professional manner consistent with the role of an executive officer which the Consultant held while an employee of the Company. (b) In consideration for the compensation provided for in Section 3 hereof, the Consultant shall provide consultation and advisory services (the "CONSULTING SERVICES") to the Company, which shall consist of his personal advice and counsel to the Company regarding (a) the transition of Accessity to new management and to a new ownership structure following the Effective Time, (b) related post-closing long-range planning, strategic direction and integration and rationalization processes, (c) by using his experience and background, assisting in the transition of the new management following the Effective Time by assisting with review and advice regarding press releases, discussions with the new senior management regarding Nasdaq listing matters, advice for structuring financings and fund raising issues, broker communications and investor relations matters, transition and information related to the Company's 401(k) pension plan and related procedures, issues and problems which have occurred, information regarding the transferred account balances and details related thereto, information and advice related to SEC disclosure requirements, Accessity's prior SEC filings as required under the Exchange Act and advice regarding cash management and investments including the strategies regarding the current invested funds; and other matters related to the Company's business, the Consultant shall provide Consulting Services as may be reasonably requested by the Company's Board of Directors or Chief Executive Officer (or his designee) from time to time and at mutually agreeable times. Consulting Services may be provided in person, telephonically, electronically or by correspondence, to the extent appropriate under the circumstances. Subject to the provisions of Sections 1 and 2 hereof, the Consultant will be free to spend such portions of the Consultant's time, energy and skill in such manner and with such persons as he sees fit. Notwithstanding anything to the contrary, the Consulting Services are to be solely advisory and it is not the intention of the parties that the Consultant will provide management or day-to-day operational duties under the terms of this Agreement.

Consulting Duties. For of period of five (5) years from the Effective Time, the Consultant agrees as follows: (a) In consideration for the compensation provided for in Section 3 hereof, the Consultant shall provide all reasonable and necessary assistance and cooperation to the Company's legal counsel and other retained professionals (the "SERVICES") with respect to the ▇▇▇▇▇▇ Action, and and/or the Mercator Action (the "PROCEEDINGSProceedings"). The Consultant shall make himself available, at times and places reasonably convenient for the Consultant and the Company's counsel, for depositions, interviews, preparation and review of affidavits, interrogatories and discovery materials, investigative assistance, and all such other matters as shall be necessary or in the opinion of counsel to the Company useful to the Company in connection with the Proceedings. The Consultant shall provide the services described herein in a good faith and professional manner consistent with the role of an executive officer which the Consultant held while an employee of Accessity and the Company. (b) In consideration for the compensation provided for in Section 3 hereof, the Consultant shall provide consultation and advisory services (the "CONSULTING SERVICES") to the Company, which shall consist of his personal advice and counsel to the Company regarding (a) the transition of Accessity to new management and to a new ownership structure following the Effective Time, (b) related post-closing long-range planning, strategic direction and integration and rationalization processes, (c) the Consultant has many years of experience as chief executive officer of a public company and by using his this experience and background, assisting can assist in the transition of the new management following the Effective Time closing of the Share Exchange Agreement by assisting with review and advice regarding press releases, discussions with the new senior management regarding Nasdaq listing matters, management of a public company, dealings with the Securities and Exchange Commission, advice for structuring financings and fund raising issuesdebt financings, broker communications communications, investor and investor public relations matters, transition strategic acquisition evaluation and information related to negotiation, negotiations for acquisitions, divestitures and other contractual relationships, the Company's 401(k) pension plan search and related proceduresthe evaluation of management talent, issues evaluation and problems which have occurredthe selection of professionals, information regarding the transferred account balances marketing and details related thereto, information and sales advice related to SEC disclosure requirements, Accessity's prior SEC filings as required under the Exchange Act and advice regarding cash management and investments including the strategies regarding the current invested funds; and other matters related to the Company's business, the Consultant shall provide Consulting Services as may be reasonably requested by the Company's Board of Directors or Chief Executive Consultant Officer (or his designee) from time to time and at mutually agreeable times. Consulting Services may be provided in person, telephonically, electronically or by correspondence, to the extent appropriate under the circumstances. Subject to the provisions of Sections 1 and 2 hereof, the Consultant will be free to spend such portions of the Consultant's time, energy and skill in such manner and with such persons as he sees fit. Notwithstanding anything to the contrary, the Consulting Services are to be solely advisory and it is not the intention of the parties that the Consultant will provide management or day-to-day operational duties under the terms of this Agreement.