Consulting Services Contract Clauses (1,397)

Consulting Services. Beginning on January 1, 2022 and ending on December 31, 2024 (such period, subject to the extension and early termination provisions of Section 3(d) below, the "Consulting Period"), the Executive agrees to cooperate with the Company in the transition of management of the Company following Executive's retirement and to provide such consulting services to the Company (the "Consulting Services") as may be requested by the Chief Executive Officer or Chief Financial Officer of the Company and be... agreed to by the Executive. Executive agrees to provide up to forty (40) hours of Consulting Services to the Company per month of the Consulting Period under this Agreement. Additional hours per month may be provided upon the mutual agreement of the Company and Executive. Notwithstanding anything else in this Section 3(a), in no event shall the Executive perform more than 20% of the hours worked, on average, for the three years preceding the Retirement Date. (b) Independent Contractor Status and Performance of Consulting Services. Nothing contained in this Agreement will be deemed to create an employment relationship between the Company and the Executive during the Consulting Period. In providing the Consulting Services, the Executive agrees and acknowledges that she is an independent contractor and will not have authority to bind the Company with respect to any matter. In rendering Consulting Services under this Agreement, the Executive will be free to arrange her own time, pursuits and work schedule and to determine the specific manner in which such services will be performed, without being required to observe any routine or requirement as to working hours. (c) Non-exclusivity. The Company agrees and acknowledges that Executive may offer consulting services to, or serve as a director or similar position of, other entities (but not to any competitor of the Company) during the Consulting Period, subject to the confidentiality and proprietary rights provisions of this Agreement. (d) Extension or Early Termination of Consulting Period. This Agreement and the applicable Consulting Period may be extended beyond the term described in Section 3(a) by mutual agreement of the parties. Notwithstanding any provisions to the contrary in this Agreement, this Agreement may be terminated prior to December 31, 2024 and the Consulting Period will be deemed to have expired upon any of the following: (i) The mutual written agreement of the parties providing for such termination; (ii) Upon written notice of such termination from either party to the other party, provided such notice is provided to the other party at least thirty (30) days prior to the effective date of the termination; (iii) Immediately upon notice by the Company to the Executive of the Executive's breach of the covenants set forth in Sections 10 and 11 of this Agreement; and (iv) Upon the death of the Executive. (e) Consulting Fees. In consideration for the Consulting Services to be provided by the Executive under this Agreement, the Company agrees to pay or provide the Executive the following compensation during the Consulting Period: (i) The amount of two-hundred fifty dollars ($250) dollars per hour worked (collectively, the "Payments") including travel hours (time in air or on road to get to destination) associated with out of town assignments; (ii) The Executive will have the right to purchase the leased Company car, which is assigned to the Executive immediately prior to the Retirement Date, at a price equal to the lesser of its then book value or market value on the date the right is accepted. This right will expire on December 31, 2024 and the Executive may continue to use the vehicle until that time; (iii) The Company will provide or reimburse the Executive for the cost of home computer, printer, cellular phone, iPad and secretarial support services; (iv) The Company will reimburse the Executive for all out-of-pocket expenses reasonably and necessarily incurred in the performance of the Consulting Services in accordance with the travel and business expense reimbursement policies of the Company in effect from time to time. In the event of travel required outside of North America, Business Class Airline Service is allowed; (v) The Executive will continue to be eligible to receive RSUs and PSUs or other equity awards during the Consulting Period, but such grants, if any, will be in the sole discretion of the Compensation Committee of the Board; and (vi) The Company will arrange to provide the Executive at the Company's expense with the same travel accident insurance coverage applicable to Executive immediately prior to the Retirement Date. View More

Consulting Services. The Company hereby retains Consultant and Consultant agrees to provide Consulting Services to the Company as it may from time to time reasonably request (the "Consulting Services"). Any changes to the Consulting Services (and any related compensation adjustments) must be agreed upon in writing between Consultant and the Company prior to implementation of such changes. 1.1 Performance. Consultant agrees to render the Consulting Services to the Company, or to its designee, (a) at such reasonably... convenient times and places as the Company may direct, (b) under the general supervision of the Company, and (c) on a best efforts basis. Consultant will comply with all rules, procedures and standards promulgated from time to time by the Company with regard to Consultant's access to and use of the Company's property, information, equipment and facilities. Consultant agrees to furnish the Company with written reports with respect to the Consulting Services if and when requested by the Company. 1.2 Third Party Confidential Information. Consultant agrees not to use or disclose any trade secrets or other confidential information of any other person, firm, corporation, institution or other entity in connection with any of the Consulting Services without such third party's express written consent. 1.3 Consultant Personnel. In the event that others are, or may hereafter become, associated with Consultant or are used by Consultant in connection with the Consulting Services ("Consultant Personnel"), Consultant agrees to procure from them agreements containing obligations substantially identical in form and content to those contained in this Agreement, and Consultant agrees to cooperate with the Company in procuring execution by them of such assignments and other papers as may be required by the terms of this Agreement. 1.4 Compensation. In consideration for the Consulting Services rendered by Consultant to the Company, the Company agrees to pay Consultant the sum of $45,000 payable in three equal quarterly installments over the Term of the Agreement. Payments will be made by the Company within thirty (30) days after the end of each of theCompany's fisal quarters during the term of the Agreement. All fees will be payable in U.S. Dollars in accordance with the terms of this Agreement. The Company will reimburse Consultant for reasonable and pre-approved business expenses incurred by Consultant in the performance of the Consulting Services under this Agreement. (i) Stock Vesting. Any unvested stock options, which were issued to Consultant during her previous term of service on the Company's Board of Directors will continue to vest during the Term (as defined in Section 6.1) of this Agreement. Additionally, the parties agree that Consultant will be free to exercise any and all vested stock options issued to her by the Company for a period of ninety (90) days following the termination of this Agreement. For the avoidance of doubt, the parties agree that as of the effective date of this Agreement, Consultant will no longer serve as a member of the Verastem Board of Directors. As such, and pursuant to the Company's Insider Trading Policy, Consultant's purchase, sale or other trading in the Company's common stock will not be subject to public disclosure obligations on SEC Form 4. Additionally, pursuant ot the Company's Insider Trading Policy Consultant will not be subject to the restictions imposed on company employees and Directors during regular « blackout » periods. Consultant acknowledges that she is precluded by law from trading in Company stock while in possession of material non-public information concerning the Company. View More

Consulting Services. The Company hereby retains Consultant and Consultant agrees to provide Consulting Services to the Company as it may from time to time reasonably request (the "Consulting Services"). Any changes to the Consulting Services (and any related compensation adjustments) must be agreed upon in writing between Consultant and the Company prior to implementation of such changes. 1.1 Performance. Consultant agrees to render the Consulting Services to the Company, or to its designee, (a) at such reasonably... convenient times and places as the Company may direct, (b) under the general supervision of the Company, and (c) on a best efforts basis. Consultant will comply with all rules, procedures and standards promulgated from time to time by the Company with regard to Consultant's access to and use of the Company's property, information, equipment and facilities. Consultant agrees to furnish the Company with written reports with respect to the Consulting Services if and when requested by the Company. 1.2 Third Party Confidential Information. Consultant agrees not to use or disclose any trade secrets or other confidential information of any other person, firm, corporation, institution or other entity in connection with any of the Consulting Services without such third party's express written consent. 1.3 Consultant Personnel. In the event that others are, or may hereafter become, associated with Consultant or are used by Consultant in connection with the Consulting Services ("Consultant Personnel"), Consultant agrees to procure from them agreements containing obligations substantially identical in form and content to those contained in this Agreement, and Consultant agrees to cooperate with the Company in procuring execution by them of such assignments and other papers as may be required by the terms of this Agreement. 1.4 Compensation. In consideration for the Consulting Services rendered by Consultant to the Company, the Company agrees to pay Consultant the sum of $45,000 payable in three equal quarterly installments over the Term of the Agreement. Payments will be made by the Company within thirty (30) days after the end of each of theCompany's fisal quarters during the term of the Agreement. All fees will be payable in U.S. Dollars in accordance with the terms of this Agreement. The Company will reimburse Consultant for reasonable and pre-approved business expenses incurred by Consultant in the performance of the Consulting Services under this Agreement. (i) Stock Vesting. Any unvested stock options, which were issued to Consultant during her previous term of service on the Company's Board of Directors will continue to vest during the Term (as defined in Section 6.1) of this Agreement. Additionally, the parties agree that Consultant will be free to exercise any and all vested stock options issued to her by the Company for a period of ninety (90) days following the termination of this Agreement. For the avoidance of doubt, the parties agree that as of the effective date of this Agreement, Consultant will no longer serve as a member of the Verastem Board of Directors. As such, and pursuant to the Company's Insider Trading Policy, Consultant's purchase, sale or other trading in the Company's common stock will not be subject to public disclosure obligations on SEC Form 4. Additionally, pursuant ot the Company's Insider Trading Policy Consultant will not be subject to the restictions imposed on company employees and Directors during regular « blackout » periods. Consultant acknowledges that she is precluded by law from trading in Company stock while in possession of material non-public information concerning the Company. View More

Consulting Services. Beginning on January 1, 2022 and ending on December 31, 2024 (such period, subject to the extension and early termination provisions of Section 3(d) below, the "Consulting Period"), the Executive agrees to cooperate with the Company in the transition of management of the Company following Executive's retirement and to provide such consulting services to the Company (the "Consulting Services") as may be requested by the Chief Executive Officer or Chief Financial Officer of the Company and be... agreed to by the Executive. Executive agrees to provide up to forty (40) hours of Consulting Services to the Company per month of the Consulting Period under this Agreement. Additional hours per month may be provided upon the mutual agreement of the Company and Executive. Notwithstanding anything else in this Section 3(a), in no event shall the Executive perform more than 20% of the hours worked, on average, for the three years preceding the Retirement Date. (b) Independent Contractor Status and Performance of Consulting Services. Nothing contained in this Agreement will be deemed to create an employment relationship between the Company and the Executive during the Consulting Period. In providing the Consulting Services, the Executive agrees and acknowledges that she is an independent contractor and will not have authority to bind the Company with respect to any matter. In rendering Consulting Services under this Agreement, the Executive will be free to arrange her own time, pursuits and work schedule and to determine the specific manner in which such services will be performed, without being required to observe any routine or requirement as to working hours. (c) Non-exclusivity. The Company agrees and acknowledges that Executive may offer consulting services to, or serve as a director or similar position of, other entities (but not to any competitor of the Company) during the Consulting Period, subject to the confidentiality and proprietary rights provisions of this Agreement. (d) Extension or Early Termination of Consulting Period. This Agreement and the applicable Consulting Period may be extended beyond the term described in Section 3(a) by mutual agreement of the parties. Notwithstanding any provisions to the contrary in this Agreement, this Agreement may be terminated prior to December 31, 2024 and the Consulting Period will be deemed to have expired upon any of the following: (i) The mutual written agreement of the parties providing for such termination; (ii) Upon written notice of such termination from either party to the other party, provided such notice is provided to the other party at least thirty (30) days prior to the effective date of the termination; (iii) Immediately upon notice by the Company to the Executive of the Executive's breach of the covenants set forth in Sections 10 and 11 of this Agreement; and (iv) Upon the death of the Executive. (e) Consulting Fees. In consideration for the Consulting Services to be provided by the Executive under this Agreement, the Company agrees to pay or provide the Executive the following compensation during the Consulting Period: (i) The amount of two-hundred fifty dollars ($250) dollars per hour worked (collectively, the "Payments") including travel hours (time in air or on road to get to destination) associated with out of town assignments; (ii) The Executive will have the right to purchase the leased Company car, which is assigned to the Executive immediately prior to the Retirement Date, at a price equal to the lesser of its then book value or market value on the date the right is accepted. This right will expire on December 31, 2024 and the Executive may continue to use the vehicle until that time; (iii) The Company will provide or reimburse the Executive for the cost of home computer, printer, cellular phone, iPad and secretarial support services; (iv) The Company will reimburse the Executive for all out-of-pocket expenses reasonably and necessarily incurred in the performance of the Consulting Services in accordance with the travel and business expense reimbursement policies of the Company in effect from time to time. In the event of travel required outside of North America, Business Class Airline Service is allowed; (v) The Executive will continue to be eligible to receive RSUs and PSUs or other equity awards during the Consulting Period, but such grants, if any, will be in the sole discretion of the Compensation Committee of the Board; and (vi) The Company will arrange to provide the Executive at the Company's expense with the same travel accident insurance coverage applicable to Executive immediately prior to the Retirement Date. View More

Consulting Services. During the term of this Agreement, Consultant will perform the services described below (the "Consulting Services") for the Company. (a) Transactional Business (i) Preparation of the Company's Registration Statement on Form S-1; (ii) Preparation of the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"); (iii) Preparation of the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021; and (iv) Preparation of the Company's Annual... Report on Form 10-K for the period ended December 31, 2021. 1 4. STANDARD OF PERFORMANCE. Consultant shall devote such time and efforts to the affairs of the Company as is reasonably necessary to render the services contemplated by this Agreement. Consultant is not responsible for the performance of any services that may be rendered hereunder if the Company fails to provide the requested information in writing prior thereto. The services of Consultant shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant. Consultant cannot guarantee results on behalf of the Company, but shall use commercially reasonable efforts in providing the services listed above. Consultant's duty is to identify prospective acquisition/joint venture companies for the Company. Consultant will in no way act as a "broker-dealer" under state securities laws. Because all final decisions pertaining to any particular investment are to be made by the Company, the Company may be required to communicate directly with potential acquisition/joint venture prospective companies. View More

Consulting Services. Decibel hereby retains Consultant to provide certain consulting services (the "Services") on the terms described herein. Such Services will include those specific activities described in Schedule A to this Agreement and such other tasks that Decibel reasonably requests of Consultant during the term of this Agreement. Consultant shall render the Services at such times and locations as Decibel reasonably requests, but Consultant otherwise retains the right to control or direct the details, manner... and means by which Consultant performs the Services. Consultant shall provide Decibel with written project or status reports as Decibel directs, as well as any other writings, specifications, drawings, models, and similar documentation that are appropriate given the nature of the Services. Consultant shall deliver these reports and other materials to the attention of Steven H. Holtzman or his designate. Consultant agrees not to employ, subcontract, or otherwise engage any other person or entity to perform any Services under this Agreement without Decibel's prior written consent. View More

Consulting Services. (a) This Agreement supersedes and replaces in its entirety the existing consultancy agreement between the Consultant and Belgian Volition SPRL dated June 14, 2018, as amended, which is hereby terminated upon mutual agreement and is of no further force and effect (other than the provisions expressly surviving termination). (b) Subject to and upon the terms and conditions set forth in this Agreement, the Company hereby retains the Consultant, and the Consultant hereby agrees to provide to the... Company (or any Group Company pursuant to services agreements entered into by and between the Company and its affiliates) the consulting services attached to this Agreement as Exhibit A (as may be amended from time to time upon mutual agreement of the Parties, the "Services"). The Services shall be performed in a timely, competent, professional and workmanlike manner by the Consultant and its employees. Consultant may not use a subcontractor or other third party to perform its duties under this Agreement. The Consultant shall make available to the Company, Dr. Gaetan Michel (the "Individual"), one of its employees, to provide the Services under this Agreement. In rendering the Services pursuant to this Agreement, the Consultant shall act solely as an independent contractor and this Agreement shall not be construed to create any employee/employer, agent or representative relationship between the Consultant and the Company or any Group Company. The Consultant and the Individual each acknowledge and agree that all work performed by the Individual, or other employees of the Consultant, shall be performed as employees of the Consultant, on behalf of the Consultant and not as additional independent contractors. For purposes of this Agreement, "Group Company" shall mean affiliated entities of the Company including its parent (VolitionRx Limited), subsidiaries, subsidiaries of parent and other related entities. (c) With respect to the conduct of and progress of the Services, the Consultant and the Individual will report to and liaise with the Board of Directors of the Company or any Group Company for which it is providing Services (as applicable, the "Board of Directors") on any matter related to the Services. Consultant shall have the right to control and direct the means, manner and method by which the Services are performed. (d) The Consultant shall provide the Services hereunder from its offices or the offices of the Company, from such other location that permits the performance of the Services, or as mutually agreed upon by the Consultant and the Company. The Company shall reimburse the Consultant for expenses incurred in connection with the provision of the Services in accordance with Section 3. (e)The Consultant will perform the Services in accordance with all policies and procedures provided by the Company, including any third-party policies and procedures that the Company is required to comply with. View More

Consulting Services. Dr. Rothberg agrees to advise the Company's Chief Executive Officer and the Board on strategic matters, and to provide consulting, business development and similar services to the Company's Chief Executive Officer and the Board relating to the Company's current, future and potential scientific and strategic initiatives and such other consulting services to be reasonably requested and authorized by the Company's Chief Executive Officer or the Board from time to time (in the aggregate, the... "Services"). Dr. Rothberg will be reasonably available to consult by phone, email or in person at the Company, or another mutually agreeable site with Company personnel, and any dates for visits to the Company's offices will be arranged by mutual agreement. The term of this Agreement will commence on the Effective Date and continue until terminated as provided herein (the "Service Period"). Dr. Rothberg agrees to devote that amount of time as is reasonably required by the Company for him to perform the Services, taking into account his other business obligations as in effect from time to time. Dr. Rothberg represents that he has the qualifications, the experience and the ability to properly perform the Services, and that he will use his best efforts to perform the Services such that the results are satisfactory to the Company. View More

Consulting Services. (a) This Agreement supersedes and replaces in its entirety the existing consultancy agreement between the Consultant and Belgian Volition SPRL dated June 14, 2018, as amended, which is hereby terminated upon mutual agreement and is of no further force and effect (other than the provisions expressly surviving termination). (b) Subject to and upon the terms and conditions set forth in this Agreement, the Company hereby retains the Consultant, and the Consultant hereby agrees to provide to the... Company (or any Group Company pursuant to services agreements entered into by and between the Company and its affiliates) the consulting services attached to this Agreement as Exhibit A (as may be amended from time to time upon mutual agreement of the Parties, the "Services"). The Services shall be performed in a timely, competent, professional and workmanlike manner by the Consultant and its employees. Consultant may not use a subcontractor or other third party to perform its duties under this Agreement. The Consultant shall make available to the Company, Dr. Gaetan Michel (the "Individual"), one of its employees, to provide the Services under this Agreement. In rendering the Services pursuant to this Agreement, the Consultant shall act solely as an independent contractor and this Agreement shall not be construed to create any employee/employer, agent or representative relationship between the Consultant and the Company or any Group Company. The Consultant and the Individual each acknowledge and agree that all work performed by the Individual, or other employees of the Consultant, shall be performed as employees of the Consultant, on behalf of the Consultant and not as additional independent contractors. For purposes of this Agreement, "Group Company" shall mean affiliated entities of the Company including its parent (VolitionRx Limited), subsidiaries, subsidiaries of parent and other related entities. (c) With respect to the conduct of and progress of the Services, the Consultant and the Individual will report to and liaise with the Board of Directors of the Company or any Group Company for which it is providing Services (as applicable, the "Board of Directors") on any matter related to the Services. Consultant shall have the right to control and direct the means, manner and method by which the Services are performed. (d) The Consultant shall provide the Services hereunder from its offices or the offices of the Company, from such other location that permits the performance of the Services, or as mutually agreed upon by the Consultant and the Company. The Company shall reimburse the Consultant for expenses incurred in connection with the provision of the Services in accordance with Section 3. (e)The Consultant will perform the Services in accordance with all policies and procedures provided by the Company, including any third-party policies and procedures that the Company is required to comply with. View More

Consulting Services. During the term of this Agreement, Consultant will perform the services described below (the "Consulting Services") for the Company. (a) Transactional Business (i) Preparation of the Company's Registration Statement on Form S-1; (ii) Preparation of the Company's 2021 Omnibus Incentive Plan (the "2021 Plan"); (iii) Preparation of the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 2021, June 30, 2021 and September 30, 2021; and (iv) Preparation of the Company's Annual... Report on Form 10-K for the period ended December 31, 2021. 1 4. STANDARD OF PERFORMANCE. Consultant shall devote such time and efforts to the affairs of the Company as is reasonably necessary to render the services contemplated by this Agreement. Consultant is not responsible for the performance of any services that may be rendered hereunder if the Company fails to provide the requested information in writing prior thereto. The services of Consultant shall not include the rendering of any legal opinions or the performance of any work that is in the ordinary purview of a certified public accountant. Consultant cannot guarantee results on behalf of the Company, but shall use commercially reasonable efforts in providing the services listed above. Consultant's duty is to identify prospective acquisition/joint venture companies for the Company. Consultant will in no way act as a "broker-dealer" under state securities laws. Because all final decisions pertaining to any particular investment are to be made by the Company, the Company may be required to communicate directly with potential acquisition/joint venture prospective companies. View More