Services To Be Provided Contract Clauses (43)

Services To Be Provided. (a) Services. The Contractor shall perform services for the Company as set forth in Exhibit A hereto, as such exhibit may be amended from time to time by agreement of both Parties in writing. The Contractor shall adhere to established professional standards, and will perform all services required under this Agreement in a manner consistent with generally accepted business practices. While it is the intent of this Agreement that the mutual convenience of the Parties hereto be served, it is unders...tood between the Parties that during the Term the Contractor shall act in the capacity of an independent contractor and shall not be subject to the direction, control or supervision of the Company with respect to the time spent or procedures followed in the performance of his services hereunder. The Contractor will determine the method, details, and means of performing the above-described services. The Company understands and hereby warrants that it retains no right to control the Contractor, the Contractor's agents, employees, or assistants in the performance of the above-described services. (b) No Authority. The Contractor shall not have any authority to accept, reject, modify or otherwise bind the Company or any subsidiary or affiliate of the Company in any manner whatsoever, including without limitation to accept, reject, modify any contract, agreement or understanding or represent to any third party that the Contractor has the authority to do any of the foregoing. The Contractor shall not be restricted from providing services to other parties, including insurance brokers, reinsurance brokers, insurance companies or reinsurance companies, but only to the extent such services are not in conflict with any services provided to the Company pursuant to this Agreement. The Contractor shall adhere to established professional standards, and will perform all services required under this agreement in a manner consistent with generally accepted business practices. (c) Personal Performance. It is specifically understood and agreed that Steven W. Carlsen shall personally perform all services to be undertaken by the Contractor under this Agreement and that such services shall not be delegable or assignable to others employed by Contractor, or to third-parties, without the express written consent of the Company. View More

Services To Be Provided. (a)Scope of Work. The Company and Consultant agree that during the Term (as defined in Section 8(a) below) Consultant shall perform the Services specified on Exhibit A (the "Services"), that supplement this Agreement. Any adjustment to the Agreement or the Services thereunder, including the time or compensation to be paid hereunder, shall be mutually agreed to in writing by the Parties before such modification shall be effective. Consultant represents, warrants and covenants that Consultant will... perform the Services under this Agreement in a timely, professional and workmanlike manner and that all materials, information and deliverables provided to Company will comply with (i) the requirements set forth in the Services, (ii) the Company's policies and procedures; (iii) Consultant's obligations to the Company as a shareholder; and (iv) the law. (b) Payment. (i)Compensation. The Company will pay to Consultant, as full and complete payment for the performance of the Services, the compensation described in Exhibit A, in the time and manner of payment described in Exhibit A. Except for any rights set forth in this Agreement or created by the Parties' Separation Agreement and General Release, Consultant acknowledges that he is not entitled to any other compensation or remuneration of any kind whatsoever. View More

Services To Be Provided. During the term of this Agreement, Consultant shall perform for the Company the services described on Exhibit A attached hereto and made a part hereof (the "Services").

Services To Be Provided. During the term of this Agreement, Consultant shall perform for Arena (and if applicable, Arena's Affiliates) services relating to research and development (the "Services"), as requested by Arena from time to time. Such Services are expected to approximate, but shall not exceed more than, 20% of the average level of services performed in the three years preceding his employment termination. In no event shall Consultant perform Services during working hours for any employer or other client of Con...sultant, nor shall Consultant utilize the confidential information, funds, personnel, space, equipment or facilities of any employer or other client. All services performed pursuant to this Agreement shall be performed solely by Consultant and in a good, timely, efficient and professional manner. As used herein, "Affiliate" means any entity, which controls, is controlled by, or is under common control with Arena. In this context "control" shall mean ownership by one entity, directly or indirectly, of more than fifty percent (50%) of the voting stock of another entity, which voting stock is entitled to vote for the election of directors, or otherwise has the actual right and ability to control and direct the management and business affairs of such other entity. View More

Services To Be Provided. During the Term (as defined below), Consultant shall provide business development and other related services to assist the Company in selling or licensing its lead asset (the "Services"). The Consultant shall be available to render the Services (a) during normal business hours or such other reasonable times as the parties may agree and (b) at the Company's offices, places the Company may request from time to time or such other places as the parties may agree.