Grouped Into 49 Collections of Similar Clauses From Business Contracts
This page contains Services clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Services. Landlord shall furnish Tenant during Tenant's occupancy of the Premises the following services: (i) Cleaning and Janitorial Services (defined in Exhibit B), (ii) domestic water at those points of supply provided for general office use of tenants in the Building, (iii) electricity for normal, Building Standard office uses subject to Section 12, (iv) elevator service at the times and frequency reasonably required for normal business use of the Premises, (v) lamp and ballast replacement for Buildin...g Standard light fixtures, (vi) HVAC service between 7:00 o'clock a.m. and 6:00 o'clock p m. on Monday through Friday ("Building Standard Hours"), except on New Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by a majority of the tenants of the Building ("Holidays"). If any Holiday falls on a weekend, the Building may observe the Holiday on the preceding Friday or the succeeding Monday. In addition to HVAC service provided during Building Standard Hours, Landlord shall, upon Tenant's request, provide HVAC service to the Premises between the hours of 8:00 o'clock a.m. and 1:00 o'clock p.m. on Saturday, at no additional charge to Tenant, provided that such request is made no later than noon on the immediately preceding day. Tenant may periodically request, and Landlord shall furnish HVAC service on days and at times other than those referred to above, provided Tenant requests such service in accordance with the Project Rules, defined below, then in effect, and agrees to reimburse Landlord for this service at the then existing rate being charged in the Building. If Tenant utilizes services provided by Landlord hereunder in either quantity and/or quality exceeding the quantity and/or quality customarily utilized by normal office uses of comparable premises in the Building, then Landlord may separately meter or otherwise monitor Tenant's use of such services, and charge Tenant a reasonable amount for such excess usage; such amount shall constitute additional Rent due hereunder within fifteen (15) days of Tenant's receipt of Landlord's statement for such excess. Landlord shall not be liable for any damages directly or indirectly resulting from, nor shall any Rent be abated by reason of, the installation, use or interruption of use of any equipment in connection with furnishing any of the foregoing services, or failure to furnish or delay in furnishing any such service. The failure to furnish any such services shall not be construed as an eviction of Tenant or relieve Tenant from any of its obligations under this Lease. Tenant shall, at Tenant's expense, be responsible for cleaning and maintaining any Above Standard improvements or fixtures, including Above Standard Tenant Work, defined below, in the Premises. Notwithstanding anything to the contrary contained in the foregoing, if Landlord shall fail to provide any service to Tenant that Landlord is required to provide to Tenant hereunder, and such failure shall persist for a period of five (5) business days after Landlord's receipt of written notice from Tenant of the existence of such failure, and such failure is not due to a casualty event (in which event Section 23 controls) and is not San Felipe Plaza/Summer Energy Holdings, Inc. -5- DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD caused by Tenant, its agents, employees or contractors, and as a result of such failure, the Premises or a portion thereof shall be substantially unusable by Tenant for the purposes for which they were leased to Tenant hereunder, then, commencing with the expiration of such five (5) business day period, Tenant's Rent due under this Lease shall abate in the proportion that the rentable square footage of the portion of the Premises rendered substantially unusable by such failure bears to the total Rentable Area of Premises for the period of time that such portion is substantially unusable.View More
Services. Landlord shall furnish Tenant during Tenant's occupancy of the Premises the following services: (i) Cleaning and Janitorial Services (defined in Exhibit B), (ii) domestic water at those points of supply provided for general office use of tenants in the Building, (iii) electricity for normal, Building Standard office uses subject to Section 12, (iv) elevator service at the times and frequency reasonably required for normal business use of the Premises, (v) lamp and ballast replacement for Buildin...g Standard light fixtures, (vi) HVAC service between 7:00 8:00 o'clock a.m. and 6:00 o'clock p m. p.m. on Monday through Friday ("Building Standard Hours"), except on New Year's Day, Memorial Day, July 4, Labor Day, Thanksgiving Day, Christmas Day and other holidays observed by a majority of the tenants of the Building ("Holidays"). If any Holiday falls on a weekend, the Building may observe the Holiday on the preceding Friday or the succeeding Monday. In addition to HVAC service provided during Building Standard Hours, Landlord shall, upon Tenant's request, provide HVAC service to the Premises between the hours of 8:00 o'clock a.m. and 1:00 o'clock p.m. on Saturday, at no additional charge to Tenant, provided that such request is made no later than noon 2:00 o'clock p.m. on the immediately preceding day. Tenant may periodically request, and Landlord shall furnish HVAC service on days and at times other than those referred to above, provided Tenant requests such service in accordance with the Project Rules, defined below, then in effect, and agrees to reimburse Landlord for this service at the then existing rate being charged in the Building. If Tenant utilizes services provided by Landlord hereunder in either quantity and/or quality exceeding the quantity and/or quality customarily utilized by normal office uses of comparable premises in the Building, then Landlord may separately meter or otherwise monitor Tenant's use of such services, and charge Tenant a reasonable amount for such excess usage; such amount shall constitute additional Rent due hereunder within fifteen (15) days of Tenant's receipt of Landlord's statement for such excess. Landlord shall not be liable for any damages directly or indirectly resulting from, nor shall any Rent be abated by reason of, the installation, use or interruption of use of any equipment in connection with furnishing any of the foregoing services, or failure to furnish or delay in furnishing any such service. Notwithstanding the foregoing sentence, except in the event of a casualty as provided for in Section 23 of this Lease, in the event of an interruption of any service set forth in this Section 11 that results directly from the gross negligence or willful misconduct of Landlord, its employees or agents, and continues for more than five (5) consecutive business days after Landlord's receipt of written notice from Tenant of such interruption (the "Initial Interruption Period"), and which results in the Premises, or a portion thereof, becoming untenantable, Rent shall be abated in an equitable and just proportion relative to such interruption from the expiration of the Initial Interruption Period until restoration of such service. The failure to furnish any such services shall not be construed as an eviction of Tenant or relieve Tenant from any of its obligations under this Lease. Notwithstanding the foregoing, in the event such interruption of any service set forth in this Section 11 that results directly from the gross negligence or willful misconduct of Landlord, its employees or agents, and continues for more than one hundred eighty (180) consecutive days after Landlord's receipt of written notice from Tenant of such interruption, with such period subject to extension for Force Majeure Events and Tenant caused delays, then, provided Tenant is not in Default under this Lease, Tenant shall have the right terminate this Lease by giving written notice to Landlord (1) anytime during the ten (10) day period following the expiration of the aforementioned one hundred eighty (180) day period and (2) prior to Landlord's restoration of the applicable interrupted service. Tenant shall, at Tenant's expense, be responsible for cleaning and maintaining any Above Standard improvements or fixtures, including Above Standard Tenant Work, defined below, and Above Standard Initial Improvements, in the Premises. Notwithstanding anything to the contrary contained in the foregoing, if Landlord shall fail to provide any service to Tenant that Landlord is required to provide to Tenant hereunder, and such failure shall persist for a period of five (5) business days after Landlord's receipt of written notice from Tenant of the existence of such failure, and such failure is not due to a casualty event (in which event Section 23 controls) and is not San Felipe Plaza/Summer Energy Holdings, Inc. -5- DocuSign Envelope ID: A1357CC3-ED4D-47DF-A5FB-22FC3BC9DEAD caused by Tenant, its agents, employees or contractors, and as a result of such failure, the Premises or a portion thereof shall be substantially unusable by Tenant for the purposes for which they were leased to Tenant hereunder, then, commencing with the expiration of such five (5) business day period, Tenant's Rent due under this Lease shall abate in the proportion that the rentable square footage of the portion of the Premises rendered substantially unusable by such failure bears to the total Rentable Area of Premises for the period of time that such portion is substantially unusable.View More
Services. (a) Services. During the Term (as hereinafter defined) of this Agreement specified in Section 3 hereof, the Manager hereby agrees that: (i) It is prepared to make available to the Companies certain of its employees or other representatives of its choosing (each, a "Consultant" and collectively, the "Consultants"), including employee, consultant, partner or individual that provides services to the Manager as part of its internal "Strategic Resources Group," in each case, to provide management, co...nsulting and other advisory services (excluding any services rendered by a Consultant in his or her capacity as a director or manager of any of the Companies, which services shall, for greater certainty, be rendered without remuneration and shall not be governed by the terms of this Agreement)to the Companies as requested from time to time by the board of directors or analogous governing body, as applicable, of any Company and agreed to by the Manager, including, without limitation: (A) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Companies or any of their subsidiaries with senior bank financing on terms and conditions satisfactory to the Companies; (B) financial, managerial and operational advice in connection with the Companies' day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Companies and their subsidiaries; and (C) such other services (which may include financial and strategic planning and analysis, consulting services, human resources, executive recruitment services, environmental, social and corporate governance ("ESG") initiatives and other services) as the Manager and the Companies may from time to time agree in writing ((A) — (C), collectively, the "Services"). (ii) Its Consultants will devote such time and efforts to the performance of the Services contemplated hereby as the Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is or will be required to be devoted by the Consultants on a weekly, monthly, annual or other basis. The Companies acknowledge that the Manager's Services are not exclusive and that the Manager and the Consultants will render similar services to other persons and entities. In providing the Services to the Companies, the Manager will act as an independent contractor and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that neither the Manager, on the one hand, nor any of the Companies, on the other, has the right or ability to contract for or on behalf of each other or to effect any transaction for each other's account. (iii) The Services may include advice and recommendations regarding potential future events and there can be no guarantee that such future events will occur as anticipated or at all. The Companies will be responsible for determining 2 the manner in which such advice and recommendations will be used and the Manager will not be liable in respect of any decisions made by the Companies as a result of the Manager providing the Services hereunder. The Manager shall not have any responsibility for implementing any advice or recommendations provided under this Agreement and will not perform any management functions or make management decisions with respect to any such advice or recommendations. Without limiting the generality of the foregoing, if any Consultant is requested by any of the Companies to represent the interests of such Company or the Companies in discussions and other interactions with third parties, such Consultant shall be acting at the instruction of and on behalf of the Companies and shall not be deemed to be acting in such Consultant's personal capacity or on behalf of the Manager or any of its affiliates. In no event shall the Companies and the Manager or any Consultant be deemed to have a fiduciary relationship as a result of this Agreement or the Services provided hereunder. (iv) To the extent Services are provided by the Manager to any direct or indirect subsidiaries of TopCo (other than OpCo, which is a party to this Agreement), TopCo shall cause such subsidiary to abide by the terms of this Agreement (including, without limitation, Section 4 hereof) as if such subsidiary was a party hereto.View More
Services. (a) Services. During Each Manager hereby severally agrees that, during the Term (as hereinafter defined) term of this Agreement specified in Section 3 hereof, the Manager hereby agrees that: (i) It is prepared to make available (the "Term"), it will provide to the Companies certain of its employees or other representatives of its choosing (each, a "Consultant" and collectively, the "Consultants"), including employee, consultant, partner or individual that provides services Companies, to the Mana...ger as part of its internal "Strategic Resources Group," in each case, to provide management, consulting and other advisory services (excluding any services rendered by a Consultant in his or her capacity as a director or manager of any of the Companies, which services shall, for greater certainty, be rendered without remuneration and shall not be governed extent requested by the terms of this Agreement)to Companies and mutually agreed by the Companies and such Manager, by and through itself and/or such Manager's successors, assigns, affiliates, officers, employees and/or representatives and third parties (collectively hereinafter referred to as requested the "Manager Designees"), as such Manager in its sole discretion may designate from time to time by time, management, advisory and consulting services in relation to the board affairs of directors or analogous governing body, as applicable, of any Company the Companies. Such management, advisory and agreed to by the Manager, including, consulting services shall include, without limitation: (A) (a) advice in connection with the negotiation and consummation of agreements, contracts, documents and instruments necessary to provide the Companies or any of their subsidiaries with senior bank financing on terms and conditions satisfactory to the Companies; (B) (b) advice in connection with acquisition, disposition and change of control transactions involving any of the Companies or any of their direct or indirect subsidiaries or any of their respective successors; (c) financial, managerial and operational advice in connection with the Companies' day-to-day operations, including, without limitation, advice with respect to the development and implementation of strategies for improving the operating, marketing and financial performance of the Companies and and/or their respective subsidiaries; and (C) (d) such other services (which may include financial and strategic planning and analysis, consulting services, human resources, resources and executive recruitment services, environmental, social and corporate governance ("ESG") initiatives services and other services) as the such Manager and the Companies may from time to time agree in writing ((A) — (C), collectively, writing. Each of the "Services"). (ii) Its Consultants Managers or their respective Manager Designees will devote such time and efforts to the performance of the Services services contemplated hereby as the such Manager deems reasonably necessary or appropriate; provided, however, that no minimum number of hours is or will be required to be devoted by the Consultants any Manager or Manager Designee on a weekly, monthly, annual or other basis. The Companies acknowledge that each of the Manager's Services or Manager Designee's services are not exclusive to the Companies or their respective subsidiaries and that the each Manager and the Consultants will Manager Designee may render similar services to other persons and entities. The Managers and the Companies understand that the Companies or their respective subsidiaries may at times engage one or more investment bankers or financial advisers to provide services in addition to, but not in lieu of, services provided by the Managers and the Manager Designees under this Agreement; provided that any such engagement will be made pursuant to the terms of the Shareholders' Agreement, dated as of February 26, 2010, among the Companies, affiliates of the Managers and certain other parties (as may be amended from time to time, the "Shareholders' Agreement"). In providing the Services services to the Companies, Companies or their respective subsidiaries, the Managers and Manager Designees will act as an independent contractor contractors, and it is expressly understood and agreed that this Agreement is not intended to create, and does not create, any partnership, agency, joint venture or similar relationship and that neither the Manager, on the one hand, nor any of the Companies, on the other, no party has the right or ability to contract for or on behalf of each any other party or to effect any transaction for each other's account. (iii) The Services may include advice and recommendations regarding potential future events and there can be no guarantee that such future events will occur as anticipated or at all. The Companies will be responsible for determining 2 the manner in which such advice and recommendations will be used and the Manager will not be liable in respect account of any decisions made by the Companies as a result of the Manager providing the Services hereunder. The Manager shall not have any responsibility for implementing any advice or recommendations provided under this Agreement and will not perform any management functions or make management decisions with respect to any such advice or recommendations. Without limiting the generality of the foregoing, if any Consultant is requested by any of the Companies to represent the interests of such Company or the Companies in discussions and other interactions with third parties, such Consultant shall be acting at the instruction of and on behalf of the Companies and shall not be deemed to be acting in such Consultant's personal capacity or on behalf of the Manager or any of its affiliates. In no event shall the Companies and the Manager or any Consultant be deemed to have a fiduciary relationship as a result of this Agreement or the Services provided hereunder. (iv) To the extent Services are provided by the Manager to any direct or indirect subsidiaries of TopCo (other than OpCo, which is a party to this Agreement), TopCo shall cause such subsidiary to abide by the terms of this Agreement (including, without limitation, Section 4 hereof) as if such subsidiary was a party hereto. party. View More
Services. Provider shall provide the Services to Client pursuant to each Work Order that is entered into by the parties during the term of this Agreement. The preferred form of Work Order is provided in Exhibit A. Each Work Order will automatically incorporate the terms and conditions of this Agreement, and this Agreement together with each Work Order (including any attachments or schedules thereto), but separate and apart from any other Work Order, shall constitute the entire agreement between the partie...s for the performance of any Services defined in the applicable Work Order. If there is a contradiction between a provision of this Agreement and a Work Order, then the provision in this Agreement will take precedence unless the Work Order specifically states that it takes precedence over the provision. Each Work Order shall be binding on the parties only if signed by an authorized representative of Client and Provider. 2.2 Manufacturing. Certain manufacturing terms are provided in Exhibit B. 2.3 Subcontracting; Affiliates (a) Provider shall not subcontract or delegate any of the Services to any third party without Client's prior written consent, except Provider may delegate or subcontract the Services to an Affiliate listed in Exhibit C. If the Services are provided by an Affiliate or any other third party, then references to Provider in this Agreement will be deemed to also include the Affiliate or such third party with the necessary modifications. Provider shall be liable for the performance of the Affiliate or such third party to the same extent as if the performance was that of Provider. (b) An Affiliate of a party may enter into a Work Order instead of the party. If a Work Order is entered into by an Affiliate, then references to the party in this Agreement will be deemed to be references to the Affiliate with the necessary modifications. The party shall be liable for the performance of the Affiliate to the same extent as if the performance was that of the party.View More
Services. Provider shall provide the Services to Client pursuant to each Work Order that is entered into by the parties during the term of this Agreement. The preferred form of Work Order is provided in Exhibit A. The initial Work Order, titled "Mab CMC Development and Manufacturing Contract Services Proposal for iTeos", has been executed by the parties as of the date hereof and is attached hereto as Appendix 1. Each Work Order will automatically incorporate the terms and conditions of this Agreement, Agr...eement and be an integral part of this Agreement together with each Work Order (including any attachments or schedules thereto), but separate and apart from any other Work Order, shall constitute the entire agreement between the parties for the performance of any Services defined in the applicable Work Order. Agreement. If there is a contradiction between a provision of this Agreement and a Work Order, then the provision in this Agreement will take precedence unless the Work Order specifically states that it takes precedence over the provision. Each Work Order shall be binding on the parties only if signed by an authorized representative of Client and Provider. 2.2 Manufacturing. Certain manufacturing terms are provided in Exhibit B. Band are an integral part of this Agreement and the Services. 2.3 Services and Deliverables. With respect to any Services or deliverables other than the manufacture of Products, the following shall apply: (a) Provider warrants to Client that the Services and each deliverable provided to Client under a Work Order will be performed and provided in accordance with, and will comply with, this Agreement, the relevant Work Order(s), all applicable specifications, cGMP (if applicable) and Applicable Law (the "Services Warranty"). If a timeline for the performance of Services is specified in a Work Order, Provider agrees to provide the Services in accordance with such timeline. (b) Client shall have [***] after Provider has completed a particular Service or delivered a particular deliverable to review such Service or deliverable to assess whether it meets the Services Warranty. If Client determines that a particular Service or deliverable does not meet the Services Warranty, Client will notify Provider in writing 2 thereof within such [***] period. If Provider does not provide written notice to Client disputing such determination by Client within [***] of receipt of Client's notice, then Provider will be deemed to have agreed to Client's determination. Acceptance of a Service or deliverable shall not be deemed to constitute a waiver by Client of any rights it may have based on Provider's warranties. (c) If the parties are unable to agree as to whether a particular Service or deliverable conforms to the Service Warranty, Client shall have the right to retain an independent expert that is reasonably acceptable to Client to make such assessment. The findings of the independent expert will be binding on the parties. The cost of such expert will be borne equally by each party. (d) [***] 2.4 Subcontracting; Affiliates (a) Provider shall not subcontract or delegate any of the Services to any third party without Client's prior written consent, except Provider may delegate or subcontract the Services to an Affiliate listed in Exhibit C. Affiliate. If the Services are provided by an Affiliate or any other third party, Affiliate, then references to Provider in this Agreement will be deemed to also include be references to the Affiliate or such third party with the necessary modifications. Provider shall be liable for the performance of the Affiliate or such third party to the same extent as if the performance was that of Provider. (b) Provider may not delegate or subcontract the Services to any third party (excluding Affiliates pursuant to Section 2.4(a)) without Client's prior written consent. If Client grants such consent, Provider shall be liable for the performance of the third party subcontractor to the same extent as if the performance was that of Provider. (c) An Affiliate of a party may enter into a Work Order instead of the party. If a Work Order is entered into by an Affiliate, then references to the party in this Agreement will be deemed to be references to the Affiliate with the necessary modifications. The party shall be liable for the performance of the Affiliate to the same extent as if the performance was that of the party. View More
Services. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Participant and the Corporation or any Affiliate or a contract of engagement between the Consultant and the Corporation or any Affiliate, (b) a right of the Participant or Consultant to be continued in the Service of the Corporation or of any Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Participant or Consultant at any time, with or without cau...se (subject to any applicable employment or consulting agreement).View More
Services. Nothing contained in this Agreement shall be construed as (a) a contract of employment between the Participant and the Corporation or any Affiliate or a contract of engagement between the Consultant and the Corporation or any Affiliate, (b) a right of the Participant or Consultant to be continued in the Service of the Corporation or of any Affiliate, or (c) a limitation of the right of the Corporation or of any Affiliate to discharge the Participant or Consultant at any time, with or without cau...se (subject to any applicable employment or consulting agreement). View More
Services. You shall render customary services as a Director and member of the Audit, Nomination and Compensation Committees (hereinafter, your "Duties"). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail o...r other forms of correspondence.View More
Services. You shall render customary services as a Director and member of the Audit, Nomination and Compensation Committees (hereinafter, your "Duties"). During the term of this Agreement, you may attend and participate at each meeting regarding the business and operation issues of the Company as regularly or specially called, via teleconference, video conference or in person. You shall consult with the members of the Board and committee (if any) regularly and as necessary via telephone, electronic mail o...r other forms of correspondence. View More
Services. 1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. 1.2 You shall provide to the Company the services set forth on Schedule 1 attached hereto and made a part hereof (the "Services"). 1.3 The Company shall not control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Services. 1....4 Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies, and other materials used to perform the Services. 1.5 While on the Company's premises or using the Company's equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks and other resources.View More
Services. 1.1 a. The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. 1.2 b. You shall provide to the Company the services set forth on Schedule 1 attached hereto and made a part hereof (the "Services"). 1.3 c. The Company shall not control the manner or means by which you or your employees or contractors perform the Services, including but not limited to the t...ime and place you perform the Services. 1.4 d. Unless otherwise set forth in Schedule 1, you shall furnish, at your own expense, the equipment, supplies, and other materials used to perform the Services. 1.5 While e. To the extent you perform any Services on the Company's premises or using the Company's equipment, you shall comply with all applicable policies of the Company relating to business and office conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks networks, and other resources. View More
Services. 1.1 The Company hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement. 1.2 You shall provide to the Company the services set forth listed on Schedule 1 attached hereto and made a part hereof (the "Services"). 1.3 The Company shall not control the manner or means by which you perform the Services, including but not limited to the time and place you perform the Servi...ces. 1.4 Unless otherwise set forth stated in Schedule 1, you shall furnish, at your own expense, the equipment, supplies, and other materials used to perform the Services. 1.5 While on The Company shall provide you with access to its premises and equipment to the Company's premises or using extent necessary for the Company's equipment, you shall comply with all applicable policies performance of the Company relating to business and office conduct, health and safety, and use of the Company's facilities, supplies, information technology, equipment, networks and other resources. Services. View More
Services. 1.1 Description of Services. Subject to the terms and conditions of this Agreement, Agenus or its designee hereby retains Consultant to perform for Agenus and/or potentially its Affiliates (as hereinafter defined) services as may be requested by Agenus' CEO from time to time in-between scheduled board meetings (the "Services"). Consultant shall perform the Services promptly and in compliance with the provisions of this Agreement and all applicable laws, rules and regulations, including if applic...able, laws and regulations administered by the U.S. Food and Drug Administration ("FDA") regarding the promotion and marketing of pharmaceutical products. Consultant shall ensure that the Services are performed promptly and diligently. As used in this Agreement "Affiliate" means any corporation, firm, partnership or other entity, which controls, is controlled by or is under common control with a Party. As used in this Agreement, "control" means direct or indirect ownership of fifty percent (50%) or more of the outstanding stock or other voting rights entitled to elect directors thereof or the ability to otherwise control the management of the corporation, firm, partnership or other entity. 1.2 Non-Solicitation. Consultant agrees that during the term of this Agreement and for a period of one (1) year thereafter, Consultant shall not, directly or indirectly, (i) solicit, divert, or take away, or attempt to divert or take away, the business or patronage of any actual or prospective clients, customers, or accounts of Agenus, or (ii) recruit, solicit, or hire any employee of Agenus, or induce or attempt to induce any employee of Agenus, to discontinue his relationship with Agenus. 1.3 Third Party Obligations. Consultant represents and warrants to Agenus that none of his current obligations conflict with this Agreement or the Services to be provided hereunder. Consultant covenants not to enter into any such conflicting agreement or incur any such conflicting obligation without the prior written consent of Agenus. Consultant further covenants that the performance of the Services will not breach any agreement or obligation with any third Exhibit 10.1 party, including without limitation any obligation to refrain from engaging in activities that may compete with such party. 1.4 No Disparagement. Consultant agrees that during the Term and thereafter, Consultant shall not disparage Agenus or any of its Affiliates, or their respective directors, officers, employees, consultants, or agents, or otherwise make any statement or take any actions that would be materially harmful to the business, interests or reputation of Agenus or any of its Affiliates, or their respective directors, officers, employees, consultants, or agents.View More
Services. 1.1 Description of Services. Subject to the terms and conditions of this Agreement, Agenus or its designee hereby retains Consultant to perform for Agenus and/or potentially its Affiliates (as hereinafter defined) services provide up to ten (10) hours per month of general advice, counsel, and mentoring to facilitate legal department transition activities as may be requested by Agenus' CEO Chief Legal Officer (or his designees) from time to time in-between scheduled board meetings (the "Services"...). Consultant shall perform the Services promptly and in compliance with the provisions of this Agreement and all applicable laws, rules and regulations, including if applicable, laws and regulations administered by the U.S. Food and Drug Administration ("FDA") regarding the promotion and marketing of pharmaceutical products. Consultant shall ensure that the Services are performed promptly and diligently. regulations. As used in this Agreement "Affiliate" means any corporation, firm, partnership or other entity, which controls, is controlled by or is under common control with a Party. As used in this Agreement, "control" means direct or indirect ownership of fifty percent (50%) or more of the outstanding stock or other voting rights entitled to elect directors thereof or the ability to otherwise control the management of the corporation, firm, partnership or other entity. 1.2 Non-Solicitation. Consultant agrees that during the term of this Agreement and for a period of one (1) year thereafter, Consultant shall not, directly or indirectly, (i) solicit, divert, or take away, or attempt to divert or take away, the business or patronage of any actual or prospective clients, customers, or accounts of Agenus, or (ii) recruit, solicit, or hire any employee of Agenus, or induce or attempt to induce any employee of Agenus, to discontinue his relationship with Agenus. 1.3 Third Party Obligations. Consultant represents and warrants to Agenus that none of his current obligations conflict with this Agreement or the Services to be provided hereunder. Consultant covenants not to enter into any such conflicting agreement or incur any such conflicting obligation without the prior written consent of Agenus. Consultant further covenants that the performance of the Services will not breach any agreement or obligation with any third Exhibit 10.1 party, including without limitation any obligation to refrain from engaging in activities that may compete with such party. 1.4 For the avoidance of doubt, Consultant shall be entitled to serve on one or more boards of directors of other companies in the same industry as the Company (including without limitation other immuno-oncology companies) without being in violation of this Section 1.3; provided, however, that Consultant shall not share or otherwise use (directly or indirectly) any Confidential Information (as defined below) in any such role. 1.3 No Disparagement. Consultant agrees that during the Term and thereafter, Consultant shall not disparage Agenus or Exhibit 10.12 any of its Affiliates, or their respective directors, officers, employees, consultants, or agents, or otherwise make any statement or take any actions that would be materially harmful to the business, interests or reputation of Agenus or any of its Affiliates, or their respective directors, officers, employees, consultants, or agents. View More
Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company.
Services. The Consultant agrees to perform such consulting, advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company. During the Consultation Period (as defined below) and for a period of one year thereafter, except in connection with ...his performance of the Services, the Consultant shall not engage in any activity in the field described on Schedule A to this Agreement, and he shall not assist any other person or organization that engages in any such activity. View More
Services. The Consultant agrees to perform such consulting, consulting and advisory and related services to and for the Company as may be reasonably requested from time to time by the Company, including, but not limited to, the services as specified on Schedule A to this Agreement. The Consultant also agrees to provide the Company with related services that may be requested from time to time by the Company.
Services. 8.1 Landlord shall maintain and repair the exterior walls, roofs, foundations and structure itself of the Building, in good order and condition as reasonably determined by Landlord and the cost shall be included in Expenses, except for the repairs due to fire and other casualties to the extent the cost of such repairs are covered by insurance proceeds, and for the repair of damages occasioned by the acts or omissions of Tenant, which Tenant shall pay to Landlord in full. 8.2 Tenant shall arrange... for the furnishing of electricity to the Demised Premises and Tenant shall pay for the cost of such electricity before any such charges become delinquent. Tenant agrees that should it require additional electrical service to the Demised Premises, all such additional electrical service shall be the responsibility of Tenant and shall be installed in accordance with applicable law and run through Tenant's electric meter and Tenant and its electrical contractors shall never bypass such meter. 8.3 Tenant shall pay all costs and charges associated with the following: (a) the provision of heat, ventilation and air conditioning to the extent required for the occupancy of the Demised Premises to standards of comfort and during such hours in each case as reasonably determined by Tenant for the Building, or as may be prescribed by any applicable policies or regulations adopted by any utility or governmental agency; (b) elevator service; and (c) janitorial service in accordance with Exhibit "C" hereto during the times and in the manner that services are furnished in comparable first class office buildings in the area. In addition, Tenant shall replace all burned out fluorescent (only) tubes, ballasts and starters on a periodic basis. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent herein reserved be 9 abated by reason of: (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the making of necessary repairs or improvements to the Demised Premises or to the Building, or (3) any limitation, curtailment, rationing or restriction on use of water, electricity, steam, gas or any other form of energy serving the Demised Premises or the Building. Landlord shall have no responsibility to remedy any interruption in the furnishing of such services.View More
Services. 8.1 7.1 At Landlord's expense, Landlord shall maintain the Common Areas, together with the windows and repair the exterior walls, roofs, foundations and structure itself of the Building and the mechanical, plumbing and electrical equipment servicing the Building, in good order and condition as reasonably determined by Landlord and the cost shall be included in Expenses, except for the repairs due to fire and other casualties to (to the extent the cost of such repairs are covered by insurance pro...ceeds, proceeds) and for the repair of damages occasioned by the acts or omissions of Tenant, which Tenant shall pay to Landlord in full. 8.2 Tenant Landlord shall provide janitorial services to the Demised Premises consistent with services provided to other tenants of the Building. 7.2 Landlord will arrange for the furnishing of electricity to the Demised Premises and Tenant shall pay for the cost of such electricity before any such charges become delinquent. Tenant agrees that should it require additional electrical service shall be separately metered to the Demised Premises, all such additional electrical service shall be the responsibility of Tenant and shall be installed in accordance with applicable law and run through Tenant's electric meter and Tenant and its electrical contractors shall never bypass such meter. 8.3 Premises. Tenant shall pay all charges for electricity directly to the utility company providing such service. Tenant, at its sole cost and expense, shall be responsible for telephone wiring and data, including hook-up costs and charges associated to the Building's access point(s). By taking initial occupancy of the Demised Premises, Tenant acknowledges that it is satisfied with the following: adequacy and output of all the utilities and other services provided by Landlord, including with the access provided by Landlord thereto. Landlord makes no representations or warranties with respect to the alarm system(s), if any, located in or about the Demised Premises and Tenant acknowledges that any such alarm system may be owned and operated by a third party. 7.3 Landlord shall furnish the Demised Premises with (a) the provision of heat, ventilation and air conditioning to the extent required for the occupancy of the Demised Premises to standards of comfort and during such hours in each case as reasonably determined by Tenant Landlord for the Building, Building (which hours, until Landlord shall otherwise designate, shall be from 7:00 a.m. to 6:30 p.m. on weekdays and from 8:00 a.m. to 12:00 p.m. on Saturdays (as used herein, "normal business hours"); in each case except holidays), or as may be prescribed by any applicable policies or regulations adopted by any utility or governmental agency; (b) elevator service; and (c) janitorial service in accordance with Exhibit "C" hereto during the times and in the manner that services are furnished in comparable first class office buildings in the area. In addition, Tenant agency. Landlord shall replace all burned out fluorescent (only) tubes, ballasts and starters on a periodic basis. starters, at Landlord's expense. Landlord shall not be in default hereunder or be liable for any damages directly or indirectly resulting from, nor shall the Rent rental herein reserved be 9 by abated by reason of: (1) the installation, use or interruption of use of any equipment in connection with the furnishing of any of the foregoing services, (2) failure to furnish or delay in furnishing any such services when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord or by the making of necessary repairs or improvements to the Demised Premises or to the Building, or (3) any limitation, curtailment, rationing or rationing, restriction on use of water, electricity, steam, gas or any other form of energy serving the Demised Premises or the Building. Building, or the healthiness or quality thereof. Landlord shall have no responsibility use reasonable efforts diligently to remedy any interruption in the furnishing of such services. 7.4 After normal business hours, Tenant shall reset the heating, ventilation and air conditioning to such levels maintaining temperatures between 65-75 degrees. Tenant shall notify Landlord in writing at least twenty-four (24) hours prior to the time it requires heating, ventilating and air conditioning during periods the same are not otherwise furnished by Landlord. Notwithstanding the foregoing, Landlord shall only be required to provide heating, ventilating and air conditioning to the extent available utilizing the existing equipment servicing the Building. View More
