Engagement and Scope of Services Clause Samples
The Engagement and Scope of Services clause defines the specific services that a party, typically a service provider or contractor, is being hired to perform under the agreement. It outlines the nature, extent, and limitations of the work to be completed, often referencing attached schedules or detailed descriptions to clarify deliverables, timelines, and responsibilities. By clearly delineating what is and is not included in the engagement, this clause helps prevent misunderstandings and disputes over expectations, ensuring both parties have a mutual understanding of the work to be performed.
Engagement and Scope of Services. 2.1. During the term of the Agreement, the Manager will provide the executive, management, accounting and research and development services to the Company as further set out in Schedule "A" to this Agreement (the "Services"), and such other services as requested by the Company from time to time.
2.2. The above Services shall be subject to change by mutual agreement of the parties. The Parties shall conduct an annual review of the scope of such Services for the purpose of determining whether any changes are necessary and/or desirable. If such a review is not conducted and/or if the Parties cannot agree to any change in the scope of the Services, the Manager shall continue to provide the Services listed above or, if any changes have been previously agreed, in accordance with such agreement.
2.3. The Manager will, throughout the term of this Agreement, provide the Services as required. The provision of the Services will be delivered by employees, management or business advisors under the direction of the Manager and its affiliates (collectively, the "Service Providers").
2.4. The Manager will ensure that the Services are performed reasonably, promptly and efficiently, and that the Service Providers will devote their best efforts, skills and attention to the performance of the Services in accordance with reasonable standards of work required for such services.
2.5. The Manager represents that the Service Providers have the required qualifications, skills and experience to provide the Services and will comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services.
2.6. The Manager represents and warrants that the Manager and the Service Providers are not subject to any contractual or other restriction or obligation that will in any manner limit the Manager's obligations under this Agreement or continuing obligations to any person (a) with respect to any work product in any way related to the Services and other company business that exists as of the date of this Agreement or (b) that requires the Manager to disclose any information or data under this Agreement.
2.7. The Manager and the Service Providers may provide services to other clients during the term of this Agreement, provided that such activities do not interfere or conflict with the Manager's obligations to the Company under this Agreement.
2.8. The Manager acknowledges and agrees that the ong...
Engagement and Scope of Services. 1.1 Company hereby retains consultant and Consultant agrees to provide to the Company the consulting services which are more fully described below: Consulting with the Company’s Chief Executive Officer, Chief Financial Officer, Medical Advisory Board, other Officers, or other consultants related to or regarding certain business plans, operations, commercialization of medical devices or theories, and other business matters that fall within the Consultant’s area of expertise. Consultant will have no authority or responsibility with regard to execution of any contract on behalf of the Company. Consultant is not an employee or officer of the Company. Consultant will provide progress reports from time to time to the Company’s Chief Executive Officer. Consultant agrees to provide any such report in writing if so requested by the Company’s Chief Executive Officer.
1.2 This Agreement is a non-exclusive agreement. The Consultant is free to provide similar or different services to any other company or organization desiring his services, provided that the Consultant is able to provide the Company the services here agreed upon from month to month. The Company is also free to acquire simitar services from any other party should it desire to do so.
Engagement and Scope of Services. A. Client hereby engages ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC, and ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC agrees, to provide services under this Agreement (collectively, the “Services”), as described in more detail in the MSA. Such Services may include, but may not be limited to: (a) services for Client related to Client’s business technologies as may be mutually agreed by the Parties as specifically detailed and limited in the MSA (collectively the “Managed Services”); (b) one-time installation and setup services (the “Setup Services”); and (c) any additional services to the standard Service offering as set forth in the MSA. Services provided outside of the described Managed Services or Setup Services are considered to be out of scope (the “Out-of-Scope satisfaction of the following conditions: (i) full execution and delivery by both Parties of a the MSA, and (ii) the satisfaction of Initial Payment Obligations as described below (“Commencement Date”).
B. Client agrees and understands that ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC may use other than its own employees to provide any Services to Client (each such subcontractor or other third party, a “Permitted Subcontractor”). Each Permitted Subcontractor shall be bound in writing by the confidentiality provisions of these Terms and Conditions, and except to the extent a Permitted Subcontractor has entered into a direct contract with Client, ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC is responsible for the payment of its compensation.
C. Notwithstanding any other provision of this Agreement: (a) any subcontract entered into by ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC with a Permitted Subcontractor does not relieve ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC from any obligation under this Agreement and does not create or impose any obligation or liability on Client; (b) ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC is liable to Client for the acts or omissions of each Subcontractor as if they were acts or omissions of ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC, and Client may proceed directly against ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC for such acts or omissions without any obligation to first proceed against such Permitted Subcontractor; (c) any matter within the control of a Permitted Subcontractor will be deemed to be within the reasonable control of ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC; and, (d) Client will not have any obligation or liability to ▇▇▇.▇▇▇▇▇▇▇▇▇ LLC for any act, omission, default, breach of contract or insolvency of a Permitted Subcontractor. D. Client agrees to pay the following as a contingency to the effectiveness of this Agreement: (a) payment of the Set-Up Fee, if any, as described in the MSA, and (b) one p...
Engagement and Scope of Services. 1.1 The Company hereby retains Contractor as an independent contractor to provide strategic leadership, oversight, and advisory services as Chief Executive Officer (the “CEO”) of the Company.
1.2 Contractor’s services shall include, but are not limited to:
a. Providing strategic advice and guidance to the Company’s executive team and Board of Directors.
b. Overseeing and advancing Company initiatives.
c. Performing other services as requested by the Board of Directors, which are consistent with the role of CEO.
Engagement and Scope of Services. 1.1 Company hereby retains M▇▇▇▇▇▇▇▇▇ and M▇▇▇▇▇▇▇▇▇ agrees to provide to the Company the employment services which are more fully described below:
Engagement and Scope of Services. A. Client hereby engages Cylanda and Cylanda agrees to provide services under this Agreement (collectively, the “Services”), as described in more detail in the MSA. Such Services may include, but may not be limited to: (a) services for Client related to Client’s business technologies as may be mutually agreed by the Parties as specifically detailed and limited in the MSA (collectively the “Managed Services”); (b) one-time installation and setup services (the “Setup Services”); and (c) any additional services to the standard Service offering as set forth in the MSA. Services provided outside of the described Managed Services or Setup Services are considered to be out of scope (the “Out of Scope Services”) and are billed as described below. The Managed Services and the Setup Services shall commence following the later of (x) the date specified in the MSA, or
Engagement and Scope of Services. 1.1. The purpose of the engagement contemplated in this Agreement is to provide a digitally enabled platform with content to the students of the Institution (“Students”). Subject to the terms of this Agreement, the Company has represented to the Client that it has the skill, knowledge and expertise to provide the Services to the Client and based on the representations and warranties provided by the Company in this Agreement, has agreed to avail the Services as set out in Schedule I of this Agreement in consideration of the Fees (as defined below).
1.2. The Company shall grant the Client a limited, non-exclusive, non-transferable license to view and access the customized learning management system (“LMS”), solely for educational purposes. The educators of the Institution shall also create audio, video and textual content (“User Content”) and upload such User Content on the LMS.
Engagement and Scope of Services. MeeMee hereby engages VIDA, via its principals, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, on a non-exclusive basis, to develop MeeMee’s business for the origination and delivery of new video content in Latin America (the “Services”); provided, however, that the Services shall not include any services relating to programming content targeting infants and toddlers up to three (3) years of age or their parents in Latin America. ▇▇▇▇▇▇▇▇▇ and Loriega shall each be named “Senior Consultants” for MeeMee starting on the Effective Date and ending December 31, 2013 (the “Consulting Period”). During the Consulting Period, VIDA shall use its best commercial efforts to execute on those opportunities that it has identified in the business plan and keep MeeMee informed of all business opportunities that come to its attention and appear beneficial to MeeMee’s business so that MeeMee can obtain the maximum benefits from VIDA’s knowledge base, experience and network. During the Consulting Period, (i) any and all assets and video content developed and created by VIDA prior to the Consulting Period shall remain the sole property of VIDA (the “VIDA Assets”); and (ii) any and all market data, market intelligence, business opportunities and business plans developed and created by VIDA shall be the sole property of MeeMee (the “MeeMee Assets”).
Engagement and Scope of Services. The OSEF hereby engages the Contractor, and the Contractor accepts such engagement to perform the requested adequacy study pursuant to the terms set forth in the RFP and the Contractor’s proposal to the RFP dated , 2017 which are both attached hereto as Exhibit A and incorporated herein by reference (referred herein as the “Adequacy Study”) for the consideration and upon the terms and conditions set forth in this Agreement.
Engagement and Scope of Services. KMC hereby engages JGI and JGI hereby accepts such engagement, to provide corporate and financial advisory services ("Services") in connection with the sale of the company. The parties agree that in defining the scope of any specific Services requested by KMC, the parties shall develop, to the extent reasonably possible, an agreed upon timetable, set of deliverables, proposed budget and such other matters as may be mutually agreed upon by the parties.