Transition Consulting Services Sample Clauses

Transition Consulting Services. Commencing on the day following the Effective Date, the Bank agrees to retain ▇▇▇▇▇▇▇ as an independent consultant, and ▇▇▇▇▇▇▇ agrees to render transition consulting services to the Bank, for a period of six (6) months (the “Consulting Period”), unless such consulting arrangement is terminated pursuant to Section 2C hereof. ▇▇▇▇▇▇▇ will report to the Chief Executive Officer of the Bancorp, or their designee. A. The Bank hereby engages ▇▇▇▇▇▇▇ to provide during the Consulting Period such services of a consulting or advisory nature as the Bank may reasonably request with respect to its business and matters within ▇▇▇▇▇▇▇’▇ area of responsibility while employed by the Bank and other matters within his expertise. ▇▇▇▇▇▇▇ shall be reasonably available to the Chief Executive Officer by telephonic or other electronic means for a total of up to 15 hours per week to consult on relevant Northfield matters, including market conditions, customers and community relations, and operational matters. ▇▇▇▇▇▇▇ shall act solely in a consulting capacity hereunder and shall not have authority to act for Northfield or to give instructions or orders on behalf of Northfield or otherwise to make commitments for or on behalf of Northfield. ▇▇▇▇▇▇▇ shall not be an employee of Northfield during the Consulting Period but shall act in the capacity of an independent contractor and Northfield will provide ▇▇▇▇▇▇▇ with a Form 1099 for compensation related to the consulting services. Northfield shall not exercise control over the detail, manner or methods of the performance of the services by ▇▇▇▇▇▇▇ during the Consulting Period or have control over the location at which ▇▇▇▇▇▇▇ performs services. B. As full and complete compensation for any and all services which ▇▇▇▇▇▇▇ may render as a consultant during the Consulting Period: i. The Bank shall pay ▇▇▇▇▇▇▇ an aggregate consulting fee of $100,000 over the Consulting Period, payable monthly, in arrears, at the rate of approximately $16,666.67 per month, within ten (10) business days following the prior month end. If ▇▇▇▇▇▇▇ consults for less than three (3) months during a quarter, such payment shall be reduced proportionately to reflect the actual period for which he consulted during such quarter. ii. Except as is expressly provided in this Agreement, ▇▇▇▇▇▇▇ shall not receive nor be entitled to participate in any Northfield benefits or benefit plans available to employees of Northfield with respect to the work done during the Consulting Pe...

Transition Consulting Services. After the Effective Date, Myrexis agrees to make the following Myrexis employees reasonably available during normal business hours, by telephone or in person in Salt Lake City, Utah, for the time periods described below, to answer questions of, consult with or otherwise assist AIA in the transition of the Conveyed Assets as AIA may reasonably request: (a) ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, from the Effective Date through January 18, 2013. (b) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, for a total of up to sixteen (16) hours, from the Effective Date through February 28, 2013, or the date of her earlier separation from full-time employment with Myrexis.

Transition Consulting Services. During a Customer Data Retrieval Period or Transition Period, Workday will also provide reasonable cooperation and assistance to Customer, its Affiliates and its/their service providers as

Transition Consulting Services. During a Retrieval Period or Transition Period, Versaterm will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Versaterm Service and will be subject to a fee based on Versaterm’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Versaterm for Customer’s breach, Versaterm may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services. Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement, Versaterm will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty (60) days after such expiration or termination (the “Retrieval Period”). If Customer utilizes the Transition Period described above, it will still receive a total of no more than sixty (60) days of non-cost Retrieval Period. After such Retrieval Period, Versaterm will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data by deleting Customer’s Tenant; provided, however, that Versaterm will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Versaterm will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in an industry-standard and Versaterm-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Versaterm by Law. Additionally, during the Term of the Agreement, Customer may extract Customer Data using Versaterm’s standard web services.

Transition Consulting Services. In the event Executive’s employment terminates on the Planned Termination Date, Executive shall provide consulting services to the Company, on a non-exclusive basis in accordance with a Consulting Agreement to be entered into between Executive and the Company substantially in the form attached hereto as Exhibit A (the “Consulting Agreement”) for an initial term commencing on May 1, 2020 and ending on June 30, 2020, subject to renewal as set forth in the Consulting Agreement.

Transition Consulting Services. During the Transition/Consulting Period, I shall provide support to, and collaborate with, the Company in the transition of my duties to my successor concerning matters that I was involved with during my employment with the Company. Such support shall include, but not be limited to, advising the Company on requested matters or inquiries as may arise from time to time, and meeting with employees and officers of the Company to address such inquiries or matters, and I shall perform my consulting duties professionally and in good faith. Notwithstanding anything herein to the contrary, the Company and I agree that the services to be provided by me during the Transition/Consulting Period are not expected to exceed more than 20% of the average level of services performed by me for the Company and its affiliated “service recipients” (within the meaning of Treasury regulation §1.409A 1(h)(3)) over the immediately preceding thirty-six (36)-month period.

Transition Consulting Services. TechCXO, LLC (“TechCXO”) will provide consulting services and executive talent pursuant to the scope of services under the terms and conditions of this Amendment No. 1 to the Consulting Services Agreement (“Agreement”). The Agreement shall be of no further effect. Any changes to the Agreement shall be documented and approved by TechCXO and Client in writing and attached to the Agreement. Scheduled service dates will be agreed upon mutually, subject to availability of TechCXO personnel.

Transition Consulting Services. During a Retrieval Period or Transition Period, Vendor will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to Customer’s internal operations. Such cooperation and assistance will be limited to consulting regarding the Vendor Service and will be subject to a fee based on Vendor’s then-current rates for consulting services and such services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this Agreement by Vendor for Customer’s breach, Vendor may withhold the provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services.

Transition Consulting Services. (a) For a period of one (1) month commencing immediately upon your separation from employment on May 8, 2019 and continuing through June 8, 2019, or until such longer period as mutually agreed to by you and the Company (such actual period of time, the “Consulting Period”), you shall perform transition consulting services and any other services as reasonably requested by the Company. You shall provide these services at times reasonably requested by the Company, up to 5 hours per week, and the Company shall pay you a total of Four Thousand Dollars ($4,000) for such services. You and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and/or ▇▇▇▇ ▇▇▇▇▇▇▇ shall communicate via telephone, email, or in person regarding the status of such transition consulting services. (b) You shall act as an independent contractor during the Consulting Period, and nothing in this Agreement shall be construed to render you as an employee of the Company while performing such services. You shall not be considered an employee for purposes of any Company employment policy or employment benefit plan while performing such services, or be entitled to benefits under any such policy or plan. Other than as expressly authorized in writing by the Company, you shall not be an agent of the Company or have authority to bind, represent or speak for the Company for any purpose, while performing such services. If payments are provided to you under this Section 4, then the Company shall record such payments on an IRS Form 1099 and shall not withhold any federal, state or local employment taxes on your behalf. You agree to pay all taxes in a timely manner and as prescribed by law, and accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on any such payments made to you. (c) While performing services described in this Section 4, you shall be free to provide professional consulting services to entities or individuals other than the Company, provided that you meet your service obligations to the Company as described herein and that such services are not performed in a manner that violates any of your continuing obligations to the Company.