Consulting Services Contract Clauses (458)

Consulting Services. In consideration of services rendered to the Client, the Consultant shall receive the compensation set forth in this Agreement. It is acknowledged and agreed by the Client that Consultant carries no professional licenses, is not rendering legal advice or performing accounting services, is not acting as an investment advisor or broker/dealer within the meaning of the applicable state and federal securities laws and is not effecting securities transactions for or on account of the Client. The serv...ices of Consultant shall not be exclusive nor shall Consultant be required to render any specific number of hours or assign specific personnel to the Client or its projects. Services include: News Commentary: Professionally written tagged press releases of the Client, that will be distributed through a network of hundreds of websites. Four tagged press releases per month will be released, upon approval from Client. Informational Website. Regal Consulting will create and drive web traffic to an informational website about the Client's company, its mission, products/services, corporate story and opportunities. The purpose is to place Client in the most favorable light to the small cap investing public by succinctly describing Client's potentials and opportunities. Regal Consulting will target four thousand PPC views per month to Client's custom created informational website. 1 2. INDEPENDENT CONTRACTOR; NO AGENCY. The Consultant agrees to perform its consulting duties hereto as an independent contractor. No agency, employment, partnership or joint venture shall be created by this Agreement. Consultant shall have no authority as an agent of the Client or to otherwise bind the Client to any agreement, commitment, obligation, contract, instrument, undertaking, arrangement, certificate or other matter. The Client shall not make social security, worker's compensation or unemployment insurance payments on behalf of Consultant. The parties hereto acknowledge and agree that Consultant cannot guarantee the results or effectiveness of any of the services rendered or to be rendered by Consultant. The Consultant shall have no authority to legally bind the Client to any agreement, contract, obligation or otherwise. View More

Consulting Services. Client hereby retains Consultant to render the following services to Client: ● Assist in strategizing the social media forum in the FinMaster APP, ● Assist in searching and establishing the live broadcast teams, ● Provide research and prediction of securities and financial application mobile APP development trends in the PR China, Hong Kong and Taiwan ROC, ● Assist in improving user experiences in Client's FinMaster APP ● Assist in setting up Leader FinTech Academy. The manner and means by which... Consultant chooses to complete the services are in Consultant's sole discretion and control. Consultant's obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services. 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 Annual Report for the period ended December 31, 2019; and 1 (ii) Preparation of the Company's Quarterly Reports for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020; and (iii) Preparation of the Company's Current Reports; and (iv) Work with the Company's accounting firm/auditor to ass...ist in preparation of the Company's financial tables and footnotes to be included within the financial reports to be filed with the Securities and Exchange Commission. View More

Consulting Services. Commencing on April 22, 2020 (the "Effective Date"), the Company retains Consultant, and Consultant hereby agrees to serve, as a consultant to the Company. Consultant agrees, on a best efforts basis, to provide the following services to and for the benefit of the Company: (a) provide guidance and advice to the Company on technological matters and developments potentially relevant to the Company's business and otherwise as either the Company or Consultant considers appropriate; (b) develop, revie...w and comment on the Company's strategies for research and development, product definition, intellectual property development and regulatory pathway selection, as well as its related presentations and materials; and (c) provide consulting services to the Company at its request, including a reasonable amount of informal consultation in person, over the telephone, by email, or otherwise as requested by the Company. For purposes of this Agreement, the "Business of the Company" shall mean the development and commercialization of proprietary software tools and approaches, providing more granular, timely and specific clinical decision-making information for practicing physicians and other health care providers to address today's obese, diabetic and chronic disease population. The Company is developing a high-level, fully automated cloud-based Software as a Medical Device (SaMD) system named the Quality Health Score Lab Expert System ("QHSLab") which will provide physicians and other healthcare organizations with an advanced platform to securely capture and store patient information electronically in a secure database. The patients' data is intelligently filtered, analyzed and processed according to specific and proprietary algorithms. View More

Consulting Services. During the period beginning on the date hereof, the Company may, in its discretion accelerate Executive's Resignation pursuant to a written notice to Executive and retain Executive as a consultant ending on the close of business on September 30, 2019 or at such earlier time as the Company shall choose in a written notice to Executive (the "Consulting Period"). During the Consulting Period, the Executive shall provide financial consulting services, as reasonably directed by the Chief Executive Of...ficer or Chief Financial Officer of the Company (the "Services"). The Services shall generally be performed at such locations as are mutually agreed by the Company and the Executive. (a) Consulting Fee. In consideration for Executive's performance of the Services, the Executive shall be paid a consulting fee of $43,750, payable ratably during the Consulting Period every two weeks (on the same dates as Company payroll pay dates and in accordance with Company payroll practices) until paid in full, subject to the Executive continuing to provide the Services and to the termination provisions set forth in Section 5 (the "Consulting Fees"). The Consulting Fees shall be paid in full no later than September 30, 2019. (b) Expenses. The Company shall reimburse the Executive pursuant to the Company's reimbursement policies as in effect from time to time for reasonable business expenses incurred by the Executive in connection with the performance of the Services consistent with the treatment accorded and policies applicable to senior executives of the Company from time to time. 1 (c) Sole Consideration. Except as specifically provided in this Agreement, the Executive shall be entitled to no additional compensation or benefits from the Company or its affiliates with respect to the Services and shall not be credited with any service, age, or other credit for purposes of eligibility, vesting, or benefit accrual under any employee benefit plan of the Company or any of its affiliates. (d) Independent Contractor. Executive acknowledges and agrees that Executive's status at all times during the Consulting Period shall be that of an independent contractor, and that Executive may not, at any time, act as a representative for or on behalf of the Company for any purpose or transaction, and may not bind or otherwise obligate the Company in any manner whatsoever. The Parties hereby acknowledge and agree that the Consulting Fees paid pursuant to this Section 4 shall represent fees for services as an independent contractor, and shall therefor be paid and issued a Form 1099 without any deductions or withholdings taken therefrom for taxes or for any other purpose. Executive further acknowledges that the Company makes no warranties as to any tax consequences regarding payment of such fees, and specifically agrees that the determination of any tax liability or other consequences of any payment made hereunder is Executive's sole and complete responsibility and that Executive will pay all taxes, if any, assessed on such payments under the applicable laws of any Federal, state, local or other jurisdiction and, to the extent not so paid, will indemnify the Company for any taxes so assessed against the Company. Executive also agrees that during the Consulting Period, Executive shall not be eligible to participate in any of the employment benefit plans or arrangements of the Company. View More

Consulting Services. (a) From time to time, Akebia may request that Consultant provide certain consulting and other services (the "Services") described in one or more statements of work executed by both Parties and referencing this Agreement ("Statement of Work") numbered sequentially. However, neither Akebia nor Consultant is obligated to execute any Statement of Work. Each such Statement of Work shall contain material terms for Services specifically requested by Akebia and agreed upon by Consultant, such as projec...t objectives, fees, deliverables, specifications and other requirements, and the project schedule. In the event of any conflict between this Agreement and any Statement of Work, this Agreement shall prevail, except to the extent that the Statement of Work expressly specifies that a particular provision in the Statement of Work will supersede this Agreement. The initial Statement of Work is attached to this Agreement as Exhibit A. (b) Once executed, any changes in or additions to a Statement of Work, including but not limited to, changes to scope, fees, and timing, will be made only by a mutual written agreement in the form of a change order ("Change Order"). (c) Consultant will render the Services at such times and locations as reasonably requested by Akebia and will provide Akebia with written project or status reports as specified by Akebia. The Consultant will allow Akebia representatives to review and audit the content, quality, and results of these reports and the Services. The Consultant will also provide Akebia with such writings, specifications, drawings, models, and the like, as are appropriate to the nature of the Services. (d) Consultant agrees to: (i) use reasonable efforts to make himself available to provide the Services during the Term of this Agreement as requested by Akebia; (ii) provide all Services within the time specified in the applicable Statement of Work, and (iii) perform the Services in accordance with the highest prevailing industry standards and practices for the performance of similar services. 1 (e) Akebia and Consultant acknowledge that Consultant's Services under the Agreement constitute "Employment" pursuant to the terms of Akebia's 2014 Incentive Plan, as amended (the "Plan") and equity award agreements thereunder (the "Equity Award Agreements"), and, as such, Consultant's outstanding option and restricted stock unit awards, as applicable, shall (i) continue to vest and (ii) in the case of the options, remain exercisable, in the case of each of (i) and (ii), for the Term and pursuant to the terms of the Plan and the applicable Equity Award Agreements. View More

Consulting Services. The Consultant agrees to provide the services to the Company during the "Term" (as hereinafter defined). Consultant agrees to provide such information, evaluation and analysis, in accordance with the services as will assist in maximizing the effectiveness of Client's business model both relative to its business model and to its present and contemplated capital structure. The consultant shall personally provide the services and the Company understands that the nature of the services to be provide...d are part time and that the consultant will be engaged in other business and consulting activities during the term of this Agreement. View More

Consulting Services. Company expressly agrees and further acknowledges that Consultant's obligations are to be performed in a commercially reasonable manner and that the execution of this Agreement cannot and does not guaranty any particular success or result. Consultant agrees to act reasonably and in good faith to assist the Company via the Consulting Services, which may include, always at the Company's specific request: (a) Providing consulting and liaison services to the Company relating to the further developme...nt and implementation of its corporate and business plan; (b) Possible planning, review and creation of certain corporate communications and presentations, the issuance of which shall be subject to applicable United States securities laws, including those governing disclosure, private placements and public offerings; (c) Advising the Company with respect to potential future merger and/or acquisition activities, alliances, joint-ventures, and/or its financial structure and that of its divisions or subsidiaries; (d) Assessment of the Company's current shareholder base and working with the Company to introduce potential institutional investors and high-quality retail investors to the Company and educate such investors in regards to the current position and potential of the Company in accordance with the Company goal of achieving an appropriate investor mix of solid retail and institutional investors; (e) Analysis of Company's current market strategies, recommendations, and implementation of best practices; and (f) Such other Consulting Services and assistance as Consultant and Company shall mutually deem reasonably necessary or appropriate to enhance NAOV's business. Company understands and acknowledges that the Consulting Services are not intended to, will not constitute, and should never be construed as, engaging in the provision of legal advice or broker-dealer activities to Company and that the Consultant shall have no authority to make ‘offers' to sell Company's securities, make representations or warranties on Company's behalf or bind the Company in any way. 3. APPROVAL OF INFORMATION. Company shall furnish Consultant with such information as is reasonably required in order for Consultant to perform its duties hereunder (all such information so furnished, the "Information"). Company recognizes and confirms that Consultant (i) will use, and rely primarily on, the Information and information available from generally recognized public sources (the "Public Information") in rendering its services without having independently verified the same; (ii) does not assume responsibility for the accuracy or completeness of the Information and Public Information; (iii) will not make an appraisal of any assets of Company; and/or (iv) will provide its advice hereunder based on the Information and the Public Information. It is the Company's responsibility to make certain that the Information to be furnished by Company, when delivered, will be true and correct in all material respects and will not contain any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. Consultant shall make no representations, warranties or guarantees on behalf of Company without Company's prior written consent. View More

Consulting Services. a. The Company hereby engages Consultant as an independent contractor to provide business consulting services to the Company as well as to provide services as an officer of the Company in the role as President, Treasurer and Secretary, and Consultant hereby accepts such engagement as an independent contractor, upon the terms and conditions set forth in this Agreement. During the Term of this Agreement, Consultant will provide general business consulting services and such executive services servi...ng as President, Treasurer and Secretary as requested by the Company (the "Consulting Services"). b. Consultant will provide the Consulting Services from any location(s) he chooses. c. Other than the obligations and restrictions expressly contained in this Agreement, nothing contained herein shall prohibit Consultant from performing services for other persons or entities during the term of this Agreement. d. Consultant agrees to use Consultant's best efforts in providing the Consulting Services under this Agreement. e. Consultant shall have sole discretion and responsibility for the selection of procedures, processes, materials, working hours, and other incidents of performance of the Consulting Services under this Agreement. Although the Company may specify the results it desires Consultant to achieve in rendering the Consulting Services and may control Consultant in that regard, the Company shall not have the right or power to exercise the control over Consultant as would indicate or establish that a relationship of employer and employee exists between the Company and Consultant. f. Consultant agrees, and will ensure, that Consultant's performance of the Consulting Services under this Agreement will comply with all legal requirements of any kind, including, but not limited to, compliance with all applicable federal, state and/or local laws and regulations. g. During the Term of this Agreement, Consultant will not (i) engage in any activity, business or employment that is competitive with the business of the Company or any of its affiliates, (ii) solicit any employees of the Company or any of its affiliates; or (iii) take any action or make any omission that is detrimental to the business of the Company or any of its affiliates. h. Consultant represents and warrants to the Company that he has no existing obligation or commitment that conflicts with, or would preclude him from performing his responsibilities under, this Agreement, and he agrees not to enter into any such conflicting obligation or commitment, provided, however, Consultant has disclosed his subsequent employment and duties thereunder. View More

Consulting Services. Company hereby retains Consultant and Consultant accepts such retention to become a consultant to Company, in general to supervise the operations of Company and its subsidiaries commensurate with the responsibilities and obligations of the Chief Executive Officer of Company. In addition Consultant is to render advice, consultation and information to the Board of Directors or the officers of Company in such places as may be agreed upon between Company and Consultant, provided that no services sha...ll be rendered within the United States. In particular Consultant agrees to: (a) Provide advice with regard to internal business operations of Company, including but not limited to, advise relating to (i) strategic direction of Company, corporate goals and their implementation; (ii) operations of Company and its divisions or subsidiaries or any programs and projects; (iii) financing; and (iv) corporate organization and personnel; and (b) Identity and, if authorized by the board of directors of Company, negotiate potential business combination transactions, whether in the form of licensing, asset purchases, stock purchases, mergers, joint ventures, strategic alliances or otherwise. View More