Common use of Consulting Duties Clause in Contracts

Consulting Duties. Acknowledgment. During the Consulting Term, Consultant will provide such advisory and consulting services to the Company and its affiliates as may be designated from time to time by the Company (consistent with the Consultant's duties, responsibilities and title(s) with GACI immediately prior to the closing of the transactions contemplated by the Purchase Agreement). It is understood and agreed by the parties hereto that Consultant shall perform such consulting services as may be requested by Consultant at any time and from time to time by the Board of Directors of the Company and/or the President and/or Chief Executive Officer of the Company. Such services shall include, but not be limited to, (a) the launch of new products, (b)the support of existing products, (c) assisting with key accounts, key customers, key suppliers, key vendors and (d) carrying out other related assignments consistent with serving as a consultant (taking into account the Consultant's duties, responsibilities and title(s) with GACI immediately prior to the closing of the transactions contemplated by the Purchase Agreement). Consultant shall give the Company and its affiliates the benefit of Consultant's expertise in related businesses and Consultant's familiarity with marketing of such products as well as Consultant's good relationships with potential customers. In this connection, the Company acknowledges the Consultant has operated and managed the Business as an owner for many years and Consultant will not be required to adhere to rigid personal schedules but will be afforded appropriate latitude in performing Consultant's consulting services. Consultant shall report to the senior management of the Company and RCI and shall perform Consultant's consulting duties consistent with the best interest of the Company, to the best of Consultant's ability, in a diligent manner and consistent with the policies and guidelines of the Company as in effect at any time and from time to time. During the Consulting Term, Consultant will devote the following amounts of time to providing the consulting services described in this Section 2: (a) one hundred and twenty (120) hours during the first month of the Consulting Term; (b) eighty (80) hours during the second month of the Consulting Term; (c) sixty (60) hours during the third month of the Consulting Term; (d) forty (40) hours, on average, per month during the fourth, fifth and sixth months of the Consulting Term; (e) twenty (20) hours, on average, per month for the remainder of the first year of the Consulting Term; and (f) three (3) hours, on average, per month for the second and third years of the Consulting Term. The Company acknowledges that Consultant shall not be required or expected (i) to relocate Consultant's office/residence to provide the consulting services described in this Section 2. and/or (ii) to travel away from Consultant's office/residence with any frequency or regularity to provide the consulting services described in this Section 2. In the event that Consultant is required to travel on behalf of the Company, Consultant acknowledges that this Agreement is non-exclusive and that the Company may engage the services of other parties to pursue the objectives stated herein on the same or different terms, as determined by the Company in its sole and absolute discretion.

Consulting Duties. Acknowledgment. During (a) Consultant hereby agrees to act as a consultant to LRC and the Consulting Term, Consultant will provide Partnerships and agrees to render such consulting and advisory and consulting services to the Company and its affiliates as may reasonably be designated requested from time to time by the Company (consistent with the Consultant's duties, responsibilities and title(s) with GACI immediately prior to the closing members of the transactions contemplated by the Purchase Agreement). It is understood and agreed by the parties hereto that Consultant shall perform such consulting services as may be requested by Consultant at any time and from time to time by the Board of Directors of the Company and/or the President and/or Chief Executive Officer of the Company. Such services shall include, but not be limited to, (a) the launch of new products, (b)the support of existing products, (c) assisting with key accounts, key customers, key suppliers, key vendors LRC and (d) carrying out other related assignments consistent with serving as a consultant (taking into account the Consultant's duties, responsibilities and title(s) with GACI immediately prior which are equivalent in nature to the closing functions previously performed by Consultant on behalf of LRC and the transactions contemplated by the Purchase Agreement). Consultant shall give the Company and its affiliates the benefit of Consultant's expertise in related businesses and Consultant's familiarity with marketing of such products as well as Consultant's good relationships with potential customers. In this connection, the Company acknowledges the Consultant has operated and managed the Business as an owner for many years and Consultant will not be required to adhere to rigid personal schedules but will be afforded appropriate latitude in performing Consultant's consulting services. Consultant shall report Partnerships pursuant to the senior management of the Company and RCI and shall perform Consultant's consulting duties consistent with the best interest of the CompanyManagement Agreements, to the best of Consultant's ability, in a diligent manner and consistent with the policies and guidelines of the Company as in effect at any time and from time to time. During the Consulting Term, Consultant will devote the following amounts of time to providing the consulting services described in this Section 2: (a) one hundred and twenty (120) hours during the first month of the Consulting Term; (b) eighty (80) hours during the second month of the Consulting Term; (c) sixty (60) hours during the third month of the Consulting Term; (d) forty (40) hours, on average, per month during the fourth, fifth and sixth months of the Consulting Term; (e) twenty (20) hours, on average, per month for the remainder of the first year of the Consulting Term; and (f) three (3) hours, on average, per month for the second and third years of the Consulting Term. The Company acknowledges provided that Consultant shall not be required or expected to render such services for more than (i) to relocate Consultant's office/residence to provide thirty (30) hours per week during the consulting services described in this Section 2. and/or first three (3) months after the date hereof, and (ii) twenty (20) hours per week thereafter through the remainder of the term of this Agreement provided, further, that Consultant shall not be required to travel away perform any services which are not supervisory or executive in nature and which are inconsistent with those services customarily performed by executive personnel. (b) Except as provided in the Termination Agreement, nothing shall prevent the Consultant from engaging in other activities including, without limitation, the rendering of advice to third parties or the formation, sponsorship or management of entities and businesses similar to or in competition with the Partnerships, nor shall this Agreement limit or restrict the right of Consultant to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association; provided that such services do not interfere with Consultant's office/residence ability to comply with any frequency or regularity the terms and conditions of this Agreement. Consultant shall be entitled to provide utilize the consulting services described support provided in this Section 2. In the event that Consultant is required 1(d) below in furtherance of such other activities provided same does not interfere with Consultant's ability to travel perform functions on behalf of the Company, Consultant acknowledges that this Agreement is non-exclusive Partnership. (c) LRC and the Partnerships hereby covenant and agree that the Company may engage Consultant shall be entitled to use the services staff and resources of LRC and the Partnerships to the extent the Consultant deems reasonably necessary to perform his duties pursuant to this Agreement, and LRC and the Partnerships shall cause their respective staffs to cooperate with consultant to satisfy the obligations provided in this Section 1(c). (d) LRC and the Partnerships hereby covenant and agree that during the term of this Agreement, LRC and the Partnerships shall provide the Consultant with office space, secretarial support and other parties equipment and support which the Consultant deems reasonably necessary, including, without limitation, telephone, furniture, computers and related equipment, software and other items necessary for the performance of his duties. (e) The Partnerships hereby covenant and agree to pursue reimburse the objectives stated herein Consultant on a monthly basis for all expenses (including, without limitation, travel, lodging, meals, attorneys' fees and expenses) incurred by him on behalf of LRC and the same or different terms, as determined by the Company Partnerships in its sole and absolute discretionfurtherance of his duties under this Agreement.

Consulting Duties. Acknowledgment. During Subject to the Consulting Termterms and conditions of this Agreement, the Company hereby engages the Consultant will provide such advisory and consulting to render services to the Company and its affiliates the Consultant hereby accepts such engagement on the terms and conditions set forth herein during the Term (as may be designated from time defined in Paragraph 2 below). The Consultant shall provide such services to time the Company as are reasonably requested by the Company (consistent with the Consultant's duties, responsibilities and title(s) with GACI immediately prior to the closing of the transactions contemplated by the Purchase Agreement)Company. It is understood and agreed by the parties hereto that The Consultant shall perform his duties to the best of his ability in a diligent, trustworthy, businesslike and efficient manner. In the performance of his services hereunder, the Consultant shall abide by the general rules and regulations-of the Company and such consulting services as laws, rules and regulations of any governmental agency that may be requested by binding or effective upon the Consultant’s activities on behalf of the Company. The Consultant at any time and from time shall have no authority to time bind or act on behalf of the Company, except in his capacity as an officer of the Company, if appointed as such by the Board of Directors of the Company and/or the President and/or Chief Executive Officer Company. The Consultant shall not hold himself out as an employee of the Company. Such services shall include, but not be limited to, At all times during the Term hereof and for a period of twelve (a12) the launch of new products, (b)the support of existing products, (c) assisting with key accounts, key customers, key suppliers, key vendors and (d) carrying out other related assignments consistent with serving as a consultant (taking into account the Consultant's duties, responsibilities and title(s) with GACI immediately prior to the closing of the transactions contemplated by the Purchase Agreement). Consultant shall give the Company and its affiliates the benefit of Consultant's expertise in related businesses and Consultant's familiarity with marketing of such products as well as Consultant's good relationships with potential customers. In this connectionmonths thereafter, the Company acknowledges shall have full access to all of the books and records of the Consultant has operated and managed regarding the Business as an owner for many years and Consultant will not be required to adhere to rigid personal schedules but will be afforded appropriate latitude in performing Consultant's consulting services. Consultant shall report to the senior management activities of the Company and RCI and shall perform Consultant's consulting duties consistent with the best interest of the Company, to the best of Consultant's ability, in a diligent manner and consistent with the policies and guidelines of the Company as in effect at any time and from time to time. During the Consulting Term, Consultant will devote the following amounts of time to providing the consulting services described in this Section 2: (a) one hundred and twenty (120) hours during the first month of the Consulting Term; (b) eighty (80) hours during the second month of the Consulting Term; (c) sixty (60) hours during the third month of the Consulting Term; (d) forty (40) hours, on average, per month during the fourth, fifth and sixth months of the Consulting Term; (e) twenty (20) hours, on average, per month for the remainder of the first year of the Consulting Term; and (f) three (3) hours, on average, per month for the second and third years of the Consulting Term. The Company acknowledges that Consultant shall not be required or expected (i) to relocate Consultant's office/residence to provide the consulting services described in this Section 2. and/or (ii) to travel away from Consultant's office/residence with any frequency or regularity to provide the consulting services described in this Section 2. In the event that Consultant is required to travel on behalf of the Company, Consultant . Nothing herein shall be construed so as to limit Consultant’s ability to consult on behalf of other companies not engaging in a Competing Business (as defined below) or on behalf of other companies with respect to businesses that are not Competing Businesses. The Company hereby agrees and acknowledges that this Agreement is non-exclusive Consultant may act as a consultant to other companies that engage in Competing Businesses so long as the scope of such consultation does not deal with or in any way relate to the Business or the subject matter thereof. Without limiting the generality of the foregoing, the parties agree that among Consultant’s consulting duties and that services hereunder shall be: (i) provision of scientific advice and counseling to the Company may engage with regard to the services Company’s Science; (ii) representation and promotion of other parties to pursue the objectives stated herein on the same or different terms, as determined by the Company and its Science at scientific meetings and other public forums; (iii) participation, either singly, or with other Company representatives, at meetings and presentations on behalf of the Company; and (iv) participation in its sole and absolute discretioncapital-raising activities on behalf of the Company.