Services for Others Contract Clauses (39)

Services for Others. You are free to represent or perform services for other persons during the term of this Agreement. You represent, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar duties or other services for companies whose businesses are or would be in any way competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar duties or other services for any such comp...any, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if performing such similar duties or other services would conflict with your Duties. View More

Services for Others. Subject to the limitations in this Section 4, Consultant will be free to perform consulting services for other persons and entities during the Term. During the Term, Consultant will not directly or indirectly, (i) engage in any business for Consultant's own account that competes with the Business (as defined below) of Company in any geographical area in which Company does business, (ii) enter the employ of, or render any services to, any person engaged in any business that competes with the Busi...ness of Company in any geographical area in which Company does business but only to the extent Consultant is being employed or retained to provide services to the competitor in the Business, (iii) acquire a financial interest in, or otherwise become actively involved with, any person engaged in any business that competes with the Business of Company in any geographical area in which Company does business as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant, or (iv) interfere with business relationships (whether formed before or after the Term with Company) between Company and strategic partner, vendor or suppliers of, or consultants to, Company that were engaged in, or were immediate prospects for engaging in, business with Company before my consulting relationship with Company was terminated. For purposes of this Section 4, "Business" shall mean any business directly or indirectly related to design, development, and marketing of hepatitis B virus, antiviral and/or microbiome therapeutics and technology and any other product or services that the Company may during the Term of this Consulting Agreement be designing, developing and/or marketing and on which Consultant provides Services during the Term of this Consulting Agreement. Notwithstanding the foregoing, Consultant may, directly or indirectly own, solely as an investment, securities of any person engaged in the Business of Company which are publicly traded on a national or regional stock exchange or on the over-the-counter market if Consultant (i) is not a controlling person of, or a member of a group which controls, such person and (ii) does not, directly or indirectly, own 3% or more of any class of securities of such person. Company agrees and acknowledges that Consultant may provide consulting services to third parties and this provision is not intended to unreasonably restrict Consultant's ability to engage in such other business activities. View More

Services for Others. You shall be free to represent or perform services for other persons during the term of this Agreement. However, you agree that you do not presently perform and do not intend to perform, during the term of this Agreement, similar Duties, consulting or other services for companies whose businesses are or would be, in any way, competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar Duties, consulting or other ...services for any such company, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if the performance of such services would conflict with areas of interest to the Company. 1 4. Compensation. Assuming your material compliance with the terms of this Offer Letter, compensation for your services to the Company shall be as described in this section. a. You will receive a retainer of $25,000 annually. b. You shall receive an option to purchase 50,000 shares of the Company's $0.001 par value per share Common Stock ("Common Stock") at an exercise price of $1.00 per share upon completion of your first year of service as a member of the Board. These options will have a term of 10 years. c. You shall receive $50,000 worth of Common Stock upon completion of each year of service as a member of the Board. Such issuances of Common Stock shall be split into four installments, each valued at $12,500 and distributed quarterly on the date that the Company files its Form 10-Q or Form 10-K, as applicable, with the SEC. The Common Stock will be valued at the average of the trading price for shares of Common Stock over the 10 day period prior to the issuance. d. You shall be reimbursed for reasonable expenses incurred by you in connection with the performance of your Duties (including travel expenses for in-person meetings). View More

Services for Others. You are free to represent or perform services for other persons during the term of this Agreement. You represent, however, that you do not presently perform and do not intend to perform, during the term of this Agreement, similar duties or other services for companies whose businesses are or would be in any way competitive with the Company (except for companies previously disclosed by you to the Company in writing). Should you propose to perform similar duties or other services for any such comp...any, you agree to notify the Company in writing in advance (specifying the name of the organization for whom you propose to perform such services) and to provide information to the Company sufficient to allow it to determine if performing such similar duties or other services would conflict with your Duties. 23046 Avenida de la Carlota | Suite 600 | Laguna Hills | California 92653 Office: 917.595.2850 | Fax: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@PharmaCyte.com 1 4. Compensation. 4.1. Cash. The Company will pay you cash compensation of $12,500 per quarter, payable in advance and pro-rated for periods of less than a quarter. You will be reimbursed for reasonable expenses documented and incurred by you in performing your Duties, including travel expenses for meetings you attend in-person. 4.2. Equity Grants. Commencing on the Effective Date and on each anniversary date of the Effective Date, you will be issued annually: (i) 500,000 fully-paid, non-assessable shares of the Company's restricted common stock ("Shares"); and (ii) a five-year option to purchase 500,000 Shares at an exercise price equal to the fair market value of the Company's common stock on the date of the grant ("Option"). The Shares and the Option will be fully vested as of the date of the grant. The Company will issue you a Stock Option Agreement to evidence the Option in the form typically used by the Company. 4.3. Service on Additional Board Committee. Should you be named to any additional committee of the Board, the Compensation Committee of the Board will determine any additional compensation, if any, that you will receive for serving on such committee. 4.4. Taxes. You are solely responsible for taxes arising out of any compensation paid by the Company to you under this Agreement, and you understand that you will not be issued a U.S. Treasury Form 1099 if we receive a completed Form W-8BEN. The Company will comply with any tax or withholding obligations as required by applicable law related to this Agreement. View More