Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in
...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated.
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Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall
devote Advisor's commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make himself
reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request
and... notice from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venture, venturer, or partner of the Company for any purposes whatsoever. Advisor is skilled in providing the Services. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, under any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. 1 3. Compensation, Benefits, Expenses. a. Compensation. As full and complete consideration of the Services to be rendered hereunder, the Company shall pay Advisor the Compensation described on Exhibit A attached hereto. b. Reimbursement of Expenses. Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor in connection with any Services specifically requested by Company and actually performed by Advisor pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if (i) with respect to costs or expenditures in excess of $100, individually, Advisor receives prior approval from the Company's CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs or expenditures of any amount. Advisor furnishes to Company adequate records and other documents reasonably acceptable to Company evidencing such expenditure or cost. c. Restrictions on Transfer of Company Securities. The Advisor understands and agrees that he shall be bound any state or federal securities laws applicable to the ownership or transfer of any Company capital stock or other Company securities, including rights to acquire Company capital stock or other securities (all of the foregoing are collectively referred to herein as "Company Securities") that may be obtained by Advisor in the course of Advisor's provision of Services to the Company. d. Foreign Members of Advisory Board. If the Advisor is not a citizen of the U.S., the Advisor must represent to the Company as a condition of Advisor's receipt or acquisition of any Company Securities that the Advisor is satisfied as to the full observance of the laws of the Advisor's jurisdiction in connection with the relevant acquisition or receipt of Company Securities, including: (i) the legal requirements of the Advisor's jurisdiction for such transaction; (ii) any foreign exchange restrictions applicable to such transaction; (iii) any governmental or other consents that may need to be obtained; and (iv) the income tax and other tax consequences, if any, which may be relevant to the purchase, holding, redemption, sale, or transfer of the Company Securities, and (v) the Advisor's ownership of the shares will not violate any applicable securities or other laws of the Advisor's jurisdiction. Further, any Advisor who is not a "U.S. Person" (as defined below), must represent and warrant to the Company that: (a) The Advisor is not a "U.S. Person" as that term is defined in Rule 902 of Regulation S of the Securities Act ("Regulation S"); (b) The Advisor and/or any person acting on his behalf have not engaged and will not engage in any directed selling efforts within the meaning of Regulation S with respect to the Company Securities and (c) The Advisor is not receiving the Company Securities for the account of or benefit of a U.S. Person.
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Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in
...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. In addition, the parties acknowledge that neither party has, or shall be deemed to have, the authority to bind the other party. 1 4. Compensation, Benefits, Expenses. a. Compensation. As consideration for certain of the Services to be rendered by Advisor hereunder, the Company shall pay Advisor the Compensation as defined on Exhibit A attached hereto. b. Reimbursement of Expenses. The Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor in connection with any Services specifically requested by the Company and actually performed by Advisor pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs in excess of $100, individually, Advisor receives prior approval from the Company's CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs in less than $100, individually, provided Advisor furnishes to the Company adequate records and other documents reasonably acceptable to the Company evidencing such expenditure or cost. Company shall reimburse Advisor for any reasonable expenses incurred by Advisor in connection with his in-person attendance at a Company board meeting, such expenses to include transportation, airline flights, hotels, and meals. c. Ineligible for Employee Benefits. Advisor shall not be eligible for any benefit available only to employees of the Company, including but not limited to workers' compensation insurance, state disability insurance, unemployment insurance, group health and life insurance, vacation pay, sick pay, severance pay, bonus plans, pension plans, savings plans and the like. d. Payroll Taxes. No income, social security, state disability or other such government, federal, or state payroll tax will be deducted from the Advisor under this Agreement. Advisor agrees to pay all state, federal and governmental taxes and other such levies and charges as they become due on account of monies paid to Advisor hereunder, and to indemnify and hold Company harmless from and against any and all liability resulting from failure to do so.
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Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in
...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. 1 4. Compensation, Benefits, Expenses. a. Compensation. As consideration for certain of the Services to be rendered by Advisor hereunder, the Company shall pay Advisor the Compensation as defined on Exhibit A attached hereto. b. Reimbursement of Expenses. The Company shall promptly reimburse Advisor for any reasonable costs and expenses incurred by Advisor in connection with any Services specifically requested by the Company and actually performed by Advisor pursuant to the terms of this Agreement. Each such expenditure or cost shall be reimbursed only if: (i) with respect to costs in excess of $100, individually, Advisor receives prior approval from the Company's CEO or CFO or other executive for such expenditure or cost, and (ii) with respect to costs in less than $100, individually, provided Advisor furnishes to the Company adequate records and other documents reasonably acceptable to the Company evidencing such expenditure or cost. Company shall reimburse Advisor for any reasonable expenses incurred by Advisor in connection with his in-person attendance at a Company board meeting, such expenses to include transportation, airline flights, hotels, and meals.
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Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited to the Services described on Exhibit A attached hereto. Advisor shall make himself reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request from the Company. b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an in
...dependent contractor, and not the employee, agent, joint venture, or partner of the Company for any purposes whatsoever. To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. The aforementioned notwithstanding, Company understands and agrees that Advisor owes certain duties, including, but not limited to, duties of loyalty and confidentiality to, and is an employee of, the University of Virginia. Company further understands and agrees that, to the extent Advisor's duties as an employee of the University of Virginia conflict with those obligations incurred pursuant to this Advisory Board Agreement, such duties to the University of Virginia 1 shall supersede such obligations incurred under this Advisory Board Agreement.
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Position Duties Responsibilities. a. Duties. Advisor shall perform those services ("Services") as reasonably requested by the Company from time to time, including but not limited
to to, the Services described on Exhibit A attached hereto. Advisor shall
devote Advisor's commercially reasonable efforts and attention to the performance of the Services for the Company on a timely basis. Advisor shall also make himself
reasonably available to answer questions, provide advice and provide Services to the Company upon reasonable request
... and notice from the Company. 1 b. Independent Contractor; No Conflict. It is understood and agreed, and it is the intention of the parties hereto, that Advisor is an independent contractor, and not the employee, agent, joint venture, venturer, or partner of the Company for any purposes whatsoever. Advisor is skilled in providing the Services, To the extent necessary, Advisor shall be solely responsible for any and all taxes related to the receipt of any compensation under this Agreement. Advisor hereby represents, warrants and covenants that Advisor has the right, power and authority to enter into this Agreement and that neither the execution nor delivery of this Agreement, nor the performance of the Services by Advisor will conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which Advisor is now or hereinafter becomes obligated. Advisor further warrants and represents that he has not relied upon nor will relay upon the Company or any of its officers, directors, attorneys, employees. agents and other representatives for any tax advice and that Advisor has his/her own professional advisors for all legal and tax matters.
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