Miscellaneous Clause Example with 4 Variations from Business Contracts

Miscellaneous. 9.1 Independent Contractor; Taxes. a. Independent Contractor. All Consulting Services will be rendered by Consultant as an independent contractor and this Agreement does not create an employer-employee relationship between BIND and Consultant. Consultant will have no rights to receive any employee benefits, such as health and accident insurance, sick leave or vacation which are accorded to regular BIND employees. Consultant will not in any way represent himself to be an employee, partner, joint ...venturer, agent or officer with or of BIND. b. Taxes. Consultant will pay all required taxes on Consultant's income from BIND under this Agreement. Consultant will provide BIND with Consultant's taxpayer identification number or social security number, as applicable. 9.2 Use of Name. Consultant consents to the use by BIND of Consultant's name and likeness in written materials and oral presentations to current or prospective customers, partners, investors or others, provided that the materials or presentations accurately describe the nature of Consultant's relationship with or contribution to BIND. 9.3 Notice. All notices must be written and sent to the address or facsimile number identified in this Agreement or a subsequent notice. All notices must be given (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered by the methods under (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid recognized next business day delivery service. Notices will be effective upon receipt or as stated in the notice. Notices to BIND must be marked "Attention: Chief Executive Officer." 9.4 Assignment. This Agreement is a personal services agreement, and the rights and obligations hereunder, may not be assigned or transferred by either party without the prior written consent of the other party, except that BIND may assign this Agreement, in whole or in part, to an affiliated company or in connection with the merger, consolidation, sale or transfer of all or substantially all of the business to which this Agreement relates. Page 4 of 4 9.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties with regard to its subject matter. The parties acknowledge Consultant is under additional continuing obligations (such as confidentiality, assignment of inventions, and non-competition) through Consultant's employment agreement with BIND. 9.6 No Modification. This Agreement may be changed only by a writing signed by both parties. 9.7 Severability. Each provision in this Agreement is independent and severable from the others, and no provision will be rendered unenforceable as a result of any other provision(s) being held to be invalid or unenforceable in whole or in part. If any provision of this Agreement is invalid, unenforceable or too broad, that provision will be appropriately limited and reformed to the maximum extent permitted by applicable law. 9.8 Applicable Law. This Agreement will be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, U.S.A., without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. BIND Therapeutics, Inc. By /s/ Scott Minick duly authorized Print Name Scott Minick Title President & CEO CONSULTANT: /s/ Gregory Berk duly authorized Print Name Gregory Berk, MD Date 1-13-2014 Address Telephone Facsimile Tax ID or SS No. : (required for payment) BUSINESS TERMS EXHIBIT Consulting Agreement with Gregory Berk 1. Consulting Services: Consultant shall provide advice and services relating to BIND-014 and clinical development. Consultant shall provide one half day of services per week to BIND. Such services shall be at the direction of BIND. View More