Common use of Method of Providing Services Clause in Contracts

Method of Providing Services. 2.1 The Manager will devote % [insert number] of his/her personal capacity of weekly hours (with a week of 5 days for these purposes), to provide the Services under this Agreement during the usual Business hours. Without prejudice to its full autonomy, the Manager shall procure that it renders the Services in accordance with the working times, schedules, rest periods and festivities which are usual in the Company. In any event, the Manager shall personally attend regular meetings with the Company, to be held on the premises of the Business in ……………………………….. [insert address], or at other locations. 2.2 Notwithstanding the provisions of Clause 2.1, given the special services to be rendered, the Manager shall be at all times at the Company’s disposal, and may be asked to provide Serviceseven during festivities if need be. Such hours or days worked on non-business days will be compensated with hours or days of leave with the prior agreement of the Company. 2.3 Manager may interrupt the rendering of his/her services during a maximum of [insert number] Business days for each year of duration of this Agreement, in one or more periods and preferably during the month(s) of [insert month(s)]. When determining the length and dates of such interruptions, the Manager shall take into account the needs of the Company. In any event, theManager shall immediately report to the Company any event or circumstance (such as accident,illness, incapacity, etc.) which might prevent the Manager from providing the Services in accordance with the terms of this Agreement for more than……… [insert number] consecutive days. 2.4 Each of the contracting Parties shall bear their respective legal obligations regarding affiliation andcontribution to the Special Scheme for self-employed Social Security, withholding of income tax ofindividual persons and any other obligation that results from current regulations in force. The Manager confirms that it is duly registered with the Social Security and tax authorities of …………………….[insert country] as an independent entrepreneur and undertakes to comply with legislation in force in this respect. 2.5 The Manager will perform the Services under the supervision and direction of the Company’s Board of Directors (2). The Managers’ duties include reporting and giving account to the Company’s governing body (or to the director delegated by that body), and his/her actions will be limited by that body’s direct instructions and criteria. 2.6 The Company will grant the Manager any necessary powers of attorney for representation pertaining to the legal owners of the Company to perform its duties, subject to the limits imposed by the Company’s current policy on granting powers of attorney. 2.7 The provision of services by the Manager to the Company will be exclusive with respect to the field of Business of the Company. The Manager hereby states that, from the moment of the signature of this Agreement, it will have no connection, directly or indirectly with any other company, partnership, civil or commercial entity or public body, and that neither personally nor through third parties it has an interest of any kind with any company, civil or commercial partnership or government agency or entity from which a conflict of interest may arise. The Manager undertakes not to engage in any kind of activity that poses or could give rise to a conflict of interest in respect of his/her obligations to the Company without the prior written consent of the Company. The Manager will immediately report to the Company’s Board of Directors any situation of conflict of interest, and must not attend nor take any part in deliberations concerning matters in which it has a personal interest. 2.8 The Manager will provide services corresponding to the nature of its office and duties with due diligence and in keeping with the principles of good faith, integrity and loyalty. The Manager will offer the Company (and those companies belonging to the same corporate group) all business opportunities that arise and are offered to it when these opportunities relate to activities falling within the scope of the corporate purpose of those companies. 2.9 Unless provided in this Agreement or previously approved in writing by the Company’s Board of Directors, the Manager is not entitled to make use of the Company’s assets or its employees’ services (or those of its corporate group), nor to take advantage of his/her status to obtain any unjustified enrichment for himself/herself, for his/her relatives or for any entity linked to any of them. 2.10 The Manager will abide by the law when performing his/her duties, taking the necessary measures to ensure that the Company’s executives and employees do the same, and will report to the Company’s management any action or situation it is aware of that might violate the law.

Method of Providing Services. 2.1 The Manager will devote % [insert number] of his/her personal capacity of weekly hours (with a week of 5 days for these purposes), to provide the Services under this Agreement during the usual Business hours. Without prejudice to its full autonomy, the Manager shall procure that it renders the Services in accordance with the working times, schedules, rest periods and festivities which are usual in the Company. In any event, the Manager shall personally attend regular meetings with the Company, to be held on the premises of the Business in ……………………………….. [insert address], or at other locations. 2.2 Notwithstanding the provisions of Clause 2.1, given the special services to be rendered, the Manager shall be at all times at the Company’s disposal, and may be asked to provide Serviceseven during festivities if need be. Such hours or days worked on non-business days will be compensated with hours or days of leave with the prior agreement of the Company. 2.3 Manager may interrupt the rendering of his/her services during a maximum of [insert number] Business days for each year of duration of this Agreement, in one or more periods and preferably during the month(s) of [insert month(s)]. When determining the length and dates of such interruptions, the Manager shall take into account the needs of the Company. In any event, theManager shall immediately report to the Company any event or circumstance (such as accident,illness, incapacity, etc.) which might prevent the Manager from providing the Services in accordance with the terms of this Agreement for more than……… [insert number] consecutive days. 2.4 Each of the contracting Parties shall bear their respective legal obligations regarding affiliation andcontribution and contribution to the Special Scheme for self-employed Social Security, withholding of income tax ofindividual of individual persons and any other obligation that results from current regulations in force. The Manager confirms that it is duly registered with the Social Security and tax authorities of …………………….[insert country] as an independent entrepreneur and undertakes to comply with legislation in force in this respect. 2.5 The Manager will perform the Services under the supervision and direction of the Company’s Board of Directors (2). The Managers’ duties include reporting and giving account to the Company’s governing body (or to the director delegated by that body), and his/her actions will be limited by that body’s direct instructions and criteria. 2.6 The Company will grant the Manager any necessary powers of attorney for representation pertaining to the legal owners of the Company to perform its duties, subject to the limits imposed by the Company’s current policy on granting powers of attorney. 2.7 The provision of services by the Manager to the Company will be exclusive with respect to the field of Business of the Company. The Manager hereby states that, from the moment of the signature of this Agreement, it will have no connection, directly or indirectly with any other company, partnership, civil or commercial entity or public body, and that neither personally nor through third parties it has an interest of any kind with any company, civil or commercial partnership or government agency or entity from which a conflict of interest may arise. The Manager undertakes not to engage in any kind of activity that poses or could give rise to a conflict of interest in respect of his/her obligations to the Company without the prior written consent of the Company. The Manager will immediately report to the Company’s Board of Directors any situation of conflict of interest, and must not attend nor take any part in deliberations concerning matters in which it has a personal interest. 2.8 The Manager will provide services corresponding to the nature of its office and duties with due diligence and in keeping with the principles of good faith, integrity and loyalty. The Manager will offer the Company (and those companies belonging to the same corporate group) all business opportunities that arise and are offered to it when these opportunities relate to activities falling within the scope of the corporate purpose of those companies. 2.9 Unless provided in this Agreement or previously approved in writing by the Company’s Board of Directors, the Manager is not entitled to make use of the Company’s assets or its employees’ services (or those of its corporate group), nor to take advantage of his/her status to obtain any unjustified enrichment for himself/herself, for his/her relatives or for any entity linked to any of them. 2.10 The Manager will abide by the law when performing his/her duties, taking the necessary measures to ensure that the Company’s executives and employees do the same, and will report to the Company’s management any action or situation it is aware of that might violate the law.