Consulting Arrangements Clause Samples

Consulting Arrangements. The Parent Principal Shareholders agree to assist Parent, its officers and directors on a consulting basis for a period of one year from the date of Closing for no additional compensation or remuneration (other than reimbursement of reasonable expenses agreed in advance) to help ensure a smooth transition in the management of Parent and to promote the business and prospects of Parent during that time. Such consulting services shall be provided at the reasonable request of Parent, shall be performed from the offices of the Shareholders unless otherwise agreed and shall be scheduled so as to not interfere with the other business pursuits of the Shareholders.

Consulting Arrangements. I understand that the Company may request that I consult on various matters after the Termination Date, but that neither the Company nor I have any obligation to undertake such a relationship or to continue any such relationship after it has commenced. If the Company and I mutually agree to retain my services as a consultant, I agree that my initial rate for these services will be $250 per hour and that I will be reimbursed for all reasonable business expenses that I may incur in connection with providing those services. If I propose to change the hourly rate for my consulting services, I will provide the Company with 30 days prior written notice thereof. I will provide reasonable documentation to the Company to support any fees or expenses that are owed to me.

Consulting Arrangements. Emclaire will enter into a consulting agreement with the current managing officer of Elk County for a period of six months from the Closing Date. In exchange for the consulting services provided, Emclaire, under such agreement, will pay the current managing officer of Elk County a monthly rate equal to 1/12 of the officer's annual base pay as of the Closing Date.

Consulting Arrangements. ▇▇▇▇ and ▇▇▇▇, for one (1) year after the Closing Date, shall make themselves available (provided that they shall not individually be required to be available for more than fifty (50) hours in any week without their prior consent, and if their services are requested, a minimum of five (5) hours shall be billed to Purchaser for services rendered during such week to Purchaser and Company upon reasonable request, to perform consulting services at the rate of $100.00 per hour (including travel time plus out-of-pocket expenses; provided, however, ▇▇▇▇ and ▇▇▇▇ at no time will be entitled to any employee benefits and shall maintain the status of independent contractors. ▇▇▇▇ and ▇▇▇▇ shall determine their schedules and the manner in which such services are provided. ▇▇▇▇ and ▇▇▇▇ ▇▇▇ provide such services by telephone. Unavailability by reason of vacation shall not constitute a breach hereof. For a period of thirty (30) days following the Closing Date, ▇▇▇▇ and ▇▇▇▇ shall perform such consulting services without compensation other than reimbursement of reasonable documented out-of-pocket expenses.

Consulting Arrangements. Effective as of April 2, 1998, and subject to ----------------------- the terms of this Agreement, the Company agrees to retain Mr. Bridge as a consultant to perform such services as directed by the Board of Directors of the Company (the "Consulting Arrangement"). The Consulting Arrangement shall ---------------------- continue until March 31, 1999, unless earlier terminated by Mr. Bridge for any reason or by the Company pursuant to Section 13 below. In addition to normal services to the Company in his role as Chairman of the Board, the services to be provided by Mr. Bridge pursuant to the Consulting Arrangement shall include resolving certain issues related to the Company's capitalization, establishing a strategic partnership relationship between the Company and another entity approved by the Board which results in either a significant equity investment in the Company or significant licensing revenues to the Company, providing selected customer support, supporting the Chief Executive Officer/President as requested and performing such other duties, if any, as shall from time to time be agreed upon by Mr. Bridge and the Board. In his role as a consultant, Mr. Bridge agrees to make himself reasonably available to provide the services requested by the Company from time to time during the Consulting Period.

Consulting Arrangements in contemplation of certain agents to the Vendors having and continuing to have certain roles within the Company upon the exercise of the within Option and the proposed Closing of this Agreement; and to take effective only upon the Closing herein; the Purchaser will use its reasonably commercial efforts to enter into industry standard forms of proposed consulting arrangements (collectively, the “Consulting Arrangements”) with certain of the finally determined agents to the Vendors (collectively, the “Consultants” herein) therein providing for, without limitation, the provision of certain consulting services to be provided by the Consultants to the Purchaser in connection with the exploration, development and expansion of the Property in consideration of, among other matters, the provision of the monthly payments by the Purchaser to each of the Consultants together with entitlement for the Consultants to participate in the Purchaser’s then incentive stock option plan subject, at all times, to the final determination of the Board of Directors of the Purchaser in each such instance; and

Consulting Arrangements. As additional consideration for Eye Tech's agreement to grant the License hereunder, OII agrees to render consulting and advisory services to Eye Tech with respect to (i) improvement of Eye Tech's production and manufacturing facilities located in Mexicali, Mexico, and (ii) other business matters within the special competence, knowledge, and experience of OII's personnel, all in a manner directed toward improving the efficiency and quality of such production and manufacturing processes and reducing Eye Tech's costs and expenses. In order to accomplish the purposes of this consulting arrangement, the parties shall mutually develop a plan which will enable Eye Tech to have the benefits intended without creating any unreasonable demands on the time of OII personnel or the incurring of excessive out-of-pocket expenses. Any time devoted to this consulting arrangement shall be at the sole discretion of

Consulting Arrangements. John Capozzi will accept a position as consultant to the Company's Board ▇▇ ▇▇▇▇▇▇▇▇s commencing at the First Closing. It is agreed that the Company will fully indemnify him against any and all lawsuits by past, present or future shareholders, customers, or others for any reason whatsoever, including full reimbursement for all reasonable legal or related expenses. Since the Company has no Director and Officer Liability Insurance, Capozzi will obtain Errors and Omissions Insurance at an annual premium ▇▇ ▇▇ ▇ore than $5,000 which the Company will reimburse. The Company will provide him as compensation for such services with five-year Warrants to purchase 75,000 Shares at an exercise price of $2.00 per Share. Such 75,000 Warrants will vest at the rate of 1,250 Warrants monthly for so long as Capozzi continues to perform such consulting services over a five year p▇▇▇▇▇ ▇ommencing on the date of the First Closing. NFP or Downey may at any time, but not earlier than 4 months from the date of t▇▇▇ ▇▇reement, with 20 days notice, terminate the consulting arrangement with JMC for "cause," which for purposes of this Agreement shall mean that (i) JMC or John Capozzi has failed to provide consulting services agreed hereunder ▇▇ ▇▇ ▇▇▇ ▇▇nsulting agreement with the Company, (ii) JMC or John Capozzi has engaged in gross or persistent misconduct relative to t▇▇ ▇▇▇▇▇▇▇ ▇f the Company, (iii) JMC or John Capozzi has engaged in acts materially injurious to the Company or ▇▇▇ ▇▇▇▇▇▇▇▇on or in acts of dishonesty affecting the Company, (iv) JMC or John Capozzi has been convicted of, or pleaded guilty or no-contest to a ▇▇▇▇▇▇, (▇) John Capozzi has reached his 65th birthday or (vi) the Company has faile▇ ▇▇ ▇▇▇▇▇▇▇ sales targets set forth on Schedule 4 hereto. In the event of any termination for cause, any voluntary termination by JMC, or the death, incapacity, or resignation or withdrawal from JMC of John Capozzi, only those warrants vested on the date of termination will ▇▇▇▇▇▇ ▇▇▇▇ JMC. In any such event, JMC's monthly consulting fee shall accrue through the date of termination and thereupon terminate, and JMC's entitlement to royalties pursuant to Section 6.3 shall be subject to a sales agreement entered into between JMC and the Company after the First Closing, said agreement being subject to prior approval by NFP and Downey.

Consulting Arrangements. Shareholders shall have executed and delivered a consulting agreement substantially in the form of Exhibit C hereto.