2. SERVICES
Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit
A, attached hereto and executed by both Company and Consultant. Such services are hereinafter
referred to as “Services.” Company agrees that consultant shall have ready access to Company’s staff
and resources as necessary to perform the Consult
ant’s services provided for by this contract.
3. CONSULTING PERIOD
3.1. Basic Term
The Company hereby retains the Consultant and Consultant agrees to render to the Company those
services described in Exhibit A for the period (the “Consulting Period”) commencing on the date of
this Agreement and ending upon the earlier of (i) [APPLICABLE DATE
], (the “Term Date”), and (ii) the
date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the
Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting
Pe
riod, and, thereafter, the Company’s obligations hereunder shall end.
3.2. Renewal
Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED
UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date
and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in
advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period
that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period
extend beyond [DEADLINE DATE
]. Either party’s right to terminate the Consulting Period, instead of
renewing the Agreement, shall be with or without cause.
4. DUTIES AND RESPONSIBILITIES
a. Consultant hereby agrees to provide and perform for the Company those services set forth
on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of
the services and to such other services as may be reasonably requested by the Company
and hereby agrees to devote, unless otherwise requested in writing by the Company, (a
minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or
assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the
Company).
b. Consultant shall use its best efforts to furnish competent Agents possessing a sufficient
working knowledge of the Company’s research, development and products to fulfill
Consultant’s obligations hereunder. Any Agent of Consultant who, in the
sole opinion of the
Company, is unable to adequately perform any services hereunder shall be replaced by
Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the
Company of its desire to have such Agent replaced.
c. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents
comply with, all policies and practices regarding the use of facilities at which services are to
be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the
Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant
shall deliver a signed original of such Acknowledgement and Inventions Assignment to
Company prior to such Agent’s commencement of the provision of services
for the Company.
d. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary
thereof, prior to the performance of any services hereunder by any of the Agents, the written
agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5,
6, and 7 of this Agreement.
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