Consulting Engagement Clause Samples
A Consulting Engagement clause defines the terms under which a consultant provides services to a client. It typically outlines the scope of work, deliverables, timelines, and compensation arrangements, ensuring both parties understand their respective roles and expectations. This clause serves to formalize the consulting relationship, providing a clear framework that helps prevent misunderstandings and disputes regarding the nature and extent of the services to be performed.
POPULAR SAMPLE Copied 2 times
Consulting Engagement. Effective as of the Termination Date, and subject to the terms of this Agreement, the Company agrees to retain the Employee as a consultant to perform such services (the "CONSULTING SERVICES") for the Company as may be reasonably requested from time to time by an officer of the Company (the "CONSULTING ARRANGEMENT"). The term of this Consulting Arrangement shall commence on the Termination Date and expire on the earlier of (i) the date the employee is working as a salaried employee of or consultant to another person, company or entity which is actually or potentially in competition with any business conducted by the Company, as determined by the Company in its sole discretion, (ii) at the Employee's option, the date the Employee is working as a salaried employee of or consultant to another person, company or entity, or (iii) 12 months following the Termination Date. As consideration for the Employee's services under the Consulting Arrangement, the Company shall pay in cash to Employee an amount equal to 1/12th of the Employee's Annual Compensation on the last day of each full month following the Termination Date during which the Consulting Arrangement is in effect. The Employee's stock options and/or restricted stock shall continue to vest during the term of the Consulting Arrangement pursuant to Section 3(b). Notwithstanding the foregoing, the Consulting Arrangement may be terminated earlier by either party upon five days written notice of termination if the other party fails to cure any material breach of its obligations hereunder within 10 days after receipt of notice specifying such breach.
Consulting Engagement. The Company shall engage you as a consultant for a period of one (1) month following the Effective Date (the “Consulting Period”) on the following terms:
(i) You shall provide transition consulting services (the “Consulting Services”) for the Company upon the Company’s request. Your obligation to perform the Consulting Services shall be terminated at the conclusion of the consulting period.
(ii) The Company shall pay you in arrears a fee of $250.00 per hour for Consulting Services performed, payable within thirty (30) days following the Company’s receipt of an appropriate record regarding same as described herein. You shall communicate with Company, either via telephone, email, or in person at Company’s Waltham, Massachusetts office, on a regular basis or as requested by the Company. You shall maintain records of time spent providing the Consulting Services, which shall specify the times Consulting Services were provided and describe and summarize the work performed during such times. The Company retains the right, in its sole discretion, to withhold the consulting fee in the event that you fail to submit such records upon its request or if such records do not appropriately describe the Consulting Services performed.
(iii) You shall act solely as an independent contractor hereunder and conduct your operations as an independent contractor, and nothing in this section shall be construed to render you as an employee of the Company. The Company has no right to control or direct the details, manner or means by which you perform the Consulting Services. You understand and recognize that you shall not be an agent of the Company or have authority to bind, represent or speak for the Company for any purpose. The Company shall record payments to you on, and provide to you, an IRS Form 1099, and the Company shall not withhold any federal, state or local employment taxes on your behalf. You agree to pay all such taxes in a timely manner and as prescribed by law. You shall not be considered an employee for purposes of any Company employment policy or any employment benefit plan, and you shall not be entitled to any benefits under any such policy or benefit plan, except as specifically provided for herein.
(iv) You shall indemnify and hold harmless the Company and its employees, officers and agents from and against any and all claims, demands, loss, damage or expense that arise as a result of your performance of or failure to perform the Consulting Services.
(v) You shal...
Consulting Engagement. Employee shall be engaged as an independent consultant (as such, "Consultant") for twelve months following the Severance Date pursuant to the following terms:
(a) Consultant shall be engaged at the same rate as was Consultant's base salary as an Employee in effect immediately preceding the Severance Date, to be paid monthly on the first business day of the month.
(b) Consultant shall make himself reasonably available during the term of the engagement to provide transition assistance and advice, answer questions, participate in legal matters as they may arise concerning the Company, its affiliates and their business or legal affairs, including providing truthful testimony, and such other matters as the Company reasonably requests. While the parties contemplate that the majority of the matters to be provided by Consultant can be handled from Consultant's then-present location, Consultant agrees to make himself available at such other locations as are reasonably required from time to time. The parties will attempt to schedule travel at mutually acceptable times.
(c) Consultant shall be reimbursed for all out-of-pocket expenses incurred by Consultant in connection with this engagement promptly following submission of documentation in accordance with Company's expense reimbursement policies.
(d) Consultant shall be solely responsible for compliance with law relating to Consultant's engagement, including without limitation payment of all taxes.
(e) Such other terms as are mutually acceptable to the Company and Employee.
Consulting Engagement. The Company hereby agrees to engage the Consultant and the Consultant hereby accepts an engagement to act as a spokesperson for the Company and endorse the products of the Company, on the terms and subject to the conditions hereinafter set forth in this Consulting Agreement (hereinafter the "Agreement").
Consulting Engagement. Subject to you returning an executed copy of the consulting agreement attached hereto as Attachment A (the “Consulting Agreement”), the Company agrees to engage you as a consultant immediately following the Separation Date pursuant to the terms of the Consulting Agreement. By signing below, you acknowledge that the severance benefits as set forth herein are in lieu of the termination benefits set forth in the Employment Agreement and that you are not entitled to any further payments or benefits from the Company in connection with the termination of your employment, including pursuant to the Employment Agreement.
Consulting Engagement. The Company hereby engages ▇▇▇▇▇▇ and ▇▇▇▇▇▇ hereby accepts such engagement, upon the terms and conditions hereinafter set forth, for a twelve (12) month period commencing on the Separation Date (the “Consulting Period”), unless earlier terminated by mutual agreement of the parties.
Consulting Engagement. In exchange for your: (i) entering into this Agreement and allowing it to become effective; (ii) complying with it; and (iii) signing the Retirement Date Release and allowing it to become effective; then, as an additional benefit, the Company agrees to retain you as a consultant under the terms specified in the Consulting Agreement. Your consulting services to the Company under the Consulting Agreement are not expected to exceed more than 20% of the average level of services you performed to the Company in the three years preceding your Retirement Date.
Consulting Engagement. The Company hereby engages ▇▇▇▇▇▇▇▇ to provide consulting services to the Company and its Affiliates, and ▇▇▇▇▇▇▇▇ hereby accepts such engagement, upon the terms and conditions set forth in this Agreement. The consulting services will consist of cooperation and assistance to facilitate a smooth transition of leadership of the Company; the provision of information regarding ongoing and/or pending projects, matters, or issues; discussing with Company management and Company’s Board of Directors various matters that affect the business, assets, and operating results of Company and its Affiliates, as well as industry trends; introducing and providing contact information for all third parties with whom ▇▇▇▇▇▇▇▇ had, or planned to have, communications regarding the business and affairs of Company; and providing reasonable cooperation and assistance in connection with the defense of any litigation against the Company or its subsidiaries (collectively, the “Consulting Services”). The Consulting Services to be provided by ▇▇▇▇▇▇▇▇ hereunder will be provided on an as-needed basis, as requested by the Company’s Board of Directors. The Consulting Services will require no more than ten (10) hours of ▇▇▇▇▇▇▇▇’▇ time in the aggregate during any one calendar month during the Consulting Term (as defined below) for the first three (3) months of the Consulting Term and will require no more than five (5) hours of ▇▇▇▇▇▇▇▇’▇ time in the aggregate during any calendar month thereafter. The Consulting Services will only be required to be provided at reasonable times as mutually agreed to between the Company and ▇▇▇▇▇▇▇▇ in good faith and upon reasonable advance notice by Company. ▇▇▇▇▇▇▇▇ shall be reimbursed by Company for any and all out-of-pocket expenses, including travel expenses, that may be incurred by ▇▇▇▇▇▇▇▇ in providing the Consulting Services, but only to the extent that such expenses are approved in advance by Company in writing and are incurred in accordance with Company’s standard policy for expense reimbursements. Unless agreed to in writing and in advance by ▇▇▇▇▇▇▇▇, the Company will not disclose any material non-public information concerning the Company or its subsidiaries to ▇▇▇▇▇▇▇▇ during the Consulting Term.
Consulting Engagement. (a) Parent hereby agrees to engage Consultant as an independent contractor and advisor on the terms and conditions set forth herein and Consultant hereby accepts such engagement with Parent. Consultant's services hereunder shall consist of rendering to the best of his ability such consulting and advisory services in connection with the Company Businesses (as such term is defined in the Merger Agreement), as may reasonably be requested from time to time by the Chief Executive Officer or the Board of Directors of Parent (the "Board"), or the designee of either thereof, and to facilitate the successful transition of the Company from its current form to a business owned by Parent; provided, that (i) Consultant shall not be required to travel or relocate, and (ii) the requirement that Consultant devote time to perform services pursuant to this Agreement shall be subject to the time available to Consultant during normal business hours after the conduct by Consultant of his other businesses, which shall take precedence in all cases. Consultant shall make himself available on a reasonable basis from time to time to provide such services, but there shall be no established schedule for Consultant's services and he shall not be required to devote any minimum number of days to such services. Parent expressly acknowledges and agrees that Consultant's primary occupation and business interests shall be conducted by Consultant in endeavors other than Consultant's services pursuant to this Agreement.
(b) Notwithstanding anything contained herein to the contrary, Consultant may elect to have his rights and obligations hereunder assigned to a subchapter S corporation (the "S Corp") of which he is a principal shareholder, provided that (i) the S Corp shall rely exclusively on Consultant to act on its behalf in providing the consulting services required hereunder, (ii) the S Corp executes a writing in which it expressly agrees to be bound by this Agreement as "Consultant" hereunder, and (iii) Consultant, in his individual capacity, shall continue to be bound by the restrictive covenants contained in Section 5 hereof Following any assignment of rights and obligations to the S Corp in accordance with this Section 1.2(b), except as provided above or as the context would otherwise require, all references to "Consultant" hereunder shall be deemed to refer to the S Corp.
Consulting Engagement. The Company agrees to engage the Consultant to render consulting and advisory services in connection with the Company's Business, and the Consultant accepts engagement by the Company as a consultant, upon the terms and conditions set forth herein.