Common use of Position and Services Clause in Contracts

Position and Services. 2.1 The Executive will be employed by the Company in the position of Chief Executive Officer ("CEO"). The Executive acknowledges and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO together with such other duties and responsibilities as may from time to time be assigned by the Company to the Executive that are commensurate with such position, and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by the Board of Directors of the Company, consistent with his executive position. The Executive acknowledges and agrees that such changes shall not constitute a constructive dismissal or breach of this Agreement. 2.3 The Executive represents and warrants to the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 During the Term of this Agreement, the Executive shall at all times: a) devote his full time and attention and provide the Executive's best efforts, skills and talents to the business of the Company during the Executive's working hours; b) faithfully, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal at all times in good faith with the Company and its employees, contractors and suppliers; d) comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services he provides including the obtaining of all necessary permits and licences; e) refer to the Board of Directors of the Company on all matters and transactions in which a real or perceived conflict of interest between the Executive and the Company or any of its affiliates may arise; f) perform the Services in a competent and efficient manner and will carry out all lawful instructions and directions from time to time given to the Executive from the Company; and g) act at all times in the best interests of the Company and in accordance with the Executive's obligations under this Agreement.

Appears in 1 contract

Sources: Executive Employment Agreement (Algernon Pharmaceuticals Inc.)

Position and Services. 2.1 The Executive will be employed by the Company in the position of Chief Executive Officer ("CEO")CFO. The Executive acknowledges and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO CFO together with such other duties and responsibilities as may from time to time be assigned by the Company to the Executive that are commensurate with such position, and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by the Board of Directors of the CompanyCEO, consistent with his executive position. The Executive acknowledges and agrees that such changes shall not constitute a constructive dismissal or breach of this Agreement. 2.3 The Executive represents and warrants to the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 During the Term of this Agreement, the Executive shall at all times: a) devote his full appropriate time and attention and provide the Executive's best efforts, skills and talents to the business of the Company during to perform the Executive's working hoursduties as outlined in Schedule A of this Agreement; b) faithfully, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal at all times in good faith with the Company and its employees, contractors and suppliers; d) comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services he provides including the obtaining of all necessary permits and licences; e) refer to the Board of Directors CEO of the Company on all matters and transactions in which a real or perceived conflict of interest between the Executive and the Company or any of its affiliates may arise; f) perform the Services in a competent and efficient manner and will carry out all lawful instructions and directions from time to time given to the Executive from the Company; and g) act at all times in the best interests of the Company and in accordance with the Executive's obligations under this Agreement.

Appears in 1 contract

Sources: Executive Employment Agreement (Algernon Pharmaceuticals Inc.)

Position and Services. 2.1 The Executive will be employed Subject always to the general control and direction of the Board, the Corporation hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) of the Individual and the Consultant hereby accepts such appointment and engagement by the Company in the position of Chief Executive Officer ("CEO"). The Executive acknowledges Corporation as consultant, all upon and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO together with such other duties and responsibilities as may from time to time be assigned by the Company subject to the Executive that are commensurate with such position, terms and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by the Board of Directors of the Company, consistent with his executive position. The Executive acknowledges and agrees that such changes shall not constitute a constructive dismissal or breach conditions of this Agreement. 2.3 The Executive represents and warrants to the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 2.2 During the Term term of this Agreement, the Executive shall at all times: a) devote his full time Consultant, through the Individual, will act in the role of CTSO to the Corporation and attention any affiliates of the Corporation, and will provide the Executive's best effortsCompany with the Services. The Consultant, skills and talents through the Individual, will provide the Services to the business Corporation and its subsidiaries, and will be available to provide the Services to the Corporation in a timely manner as required in connection with the performance of the Company during Services. It is expected that the Executive's working hours; b) faithfullyIndividual will spend the required amount of time necessary to fulfill the Services. In performing the Services, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal Individual will at all times and in good faith with all respects do their utmost to enhance and develop the Company business interests and its employees, contractors and suppliers;welfare of the Corporation. d) 2.3 The Individual 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 he provides including the obtaining of all necessary permits and licences;. e) 2.4 The Individual will refer to the Board of Directors Chief Executive Officer of the Company Corporation on all matters and transactions in which a real or perceived conflict of interest between the Executive Individual and the Company Corporation or any of its affiliates may arise;. f) 2.5 The Individual will perform those duties and responsibilities normally and reasonably associated with the Services in a competent position of CTSO together with such other duties and efficient manner and will carry out all lawful instructions and directions responsibilities as may from time to time given be assigned by the Corporation to the Executive from Individual that are commensurate with such position (the Company“Services”). The Individual acknowledge and agree that: (a) the Individual will perform the Services on behalf of the Corporation and its affiliates, accordingly, and all of its affiliates and subsidiaries; and g(b) act the Individual will devote at all times least 75% of his time as required as CTSO to the business and affairs of the Corporation. (c) in the best interests course of performing the Company and in accordance with Services, the Executive's obligations under this AgreementIndividual may be required to travel; and (d) the Individual may be appointed to other management positions within the Corporation.

Appears in 1 contract

Sources: Executive Consulting Agreement

Position and Services. 2.1 The Executive will be employed by the Company in the position of Chief Executive Officer ("CEO")Vice President of Research and Operations. The Executive acknowledges and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO Vice President of Research and Operations together with such other duties and responsibilities as may from time to time be assigned by the Company to the Executive that are commensurate with such position, and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by the Board of Directors of the CompanyCEO, consistent with his executive position. The Executive acknowledges and agrees that such changes shall not constitute a constructive dismissal or breach of this Agreement. 2.3 The Executive represents and warrants to the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 During the Term of this Agreement, the Executive shall at all times: a) devote his full time and attention and provide the Executive's best efforts, skills and talents to the business of the Company during the Executive's working hours; b) faithfully, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal at all times in good faith with the Company and its employees, contractors and suppliers; d) comply with all applicable statutes and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the Services he provides including the obtaining of all necessary permits and licences; e) refer to the Board of Directors CEO of the Company on all matters and transactions in which a real or perceived conflict of interest between the Executive and the Company or any of its affiliates may arise; f) perform the Services in a competent and efficient manner and will carry out all lawful instructions and directions from time to time given to the Executive from the Company; and g) act at all times in the best interests of the Company and in accordance with the Executive's obligations under this Agreement.

Appears in 1 contract

Sources: Executive Employment Agreement (Algernon Pharmaceuticals Inc.)

Position and Services. 2.1 The Executive will be employed by the Company in the position of Chief Executive Officer ("CEO")2.1. The Executive acknowledges and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO together with such other duties and responsibilities as may from time to time be assigned by the Company Subject always to the Executive that are commensurate with such position, general control and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by direction of the Board of Directors of the Company, consistent with his executive position. The Executive acknowledges the Consultant will act and agrees that such changes shall not constitute a constructive dismissal or breach of this Agreement. 2.3 The Executive represents and warrants be retained to act, during the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 During the Term term of this Agreement, as a Consultant to the Executive shall at all times:Company or any affiliates of the Company, pursuant to the terms and conditions contained herein and as further particularized in this §2. a) 2.2. The Consultant agrees that it will devote his full time and attention and provide the Executive's its best efforts, skills and talents attention to the business performance of his duties and responsibilities in respect of the offices of the Company during or any of its affiliates to which it is appointed (the Executive's working hours;parties’ expectation is that the Consultant will devote approximately 30 hours per week to such performance). b) faithfully, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal at all times in good faith with the Company and its employees, contractors and suppliers; d) 2.3. The Consultant 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 (as defined below) he provides including the obtaining of all necessary permits and licences;. e) 2.4. The Consultant will refer to the Board of Directors of the Company on all matters and transactions in which a real or perceived conflict of interest between the Executive Consultant and the Company or any of its affiliates may arise;. f) perform 2.5. The Consultant is hereby appointed to the Services in a competent and efficient manner position of Strategic Advisor of the Company and will carry out all lawful instructions perform those duties and directions responsibilities normally and reasonably associated with the position together with such other duties and responsibilities as may from time to time given be assigned by the Company to the Executive from Consultant that are commensurate with such position, including the Company; and g) act at all times services described in the best interests attached Schedule “A” (the “Services”). The Consultant acknowledges and agrees that: (a) the engagement under this Agreement is conditional upon the Consultant receiving and maintaining throughout the term of this Agreement all required regulatory and governmental licences and approvals of various jurisdictions including, but not limited to, the Canadian Securities Exchange (the “CSE”) (or any successor stock exchange); (b) the Consultant will perform the Services on behalf of the Company and its affiliates, accordingly, in accordance with this Agreement the Executive's obligations under this Agreementterm “Company” means First Responder Technologies Inc. (British Columbia) and all of its affiliates; (c) the Consultant will devote its time as Strategic Advisor to the business and affairs of the Company; (d) in the course of performing the Services, the Consultant may be required to travel; and (e) the Consultant may be appointed to other management positions within the Company.

Appears in 1 contract

Sources: Consulting Agreement

Position and Services. 2.1 The Executive will be employed Subject always to the general control and direction of the Board, the Corporation hereby appoints and engages the Consultant as a consultant with respect to the Services (as defined below) of the Individual and the Consultant hereby accepts such appointment and engagement by the Company in the position of Chief Executive Officer ("CEO"). The Executive acknowledges Corporation as consultant, all upon and agrees that, this Agreement the term "Company" means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries. 2.2 The Executive's duties and responsibilities shall include those duties and responsibilities normally and reasonably associated with the position of CEO together with such other duties and responsibilities as may from time to time be assigned by the Company subject to the Executive that are commensurate with such position, terms and as further detailed in Schedule "A" to this Agreement (the "Services"). During the Executive's employment, other duties and responsibilities or management positions may be reasonably assigned to him from time to time by the Board of Directors of the Company, consistent with his executive position. The Executive acknowledges and agrees that such changes shall not constitute a constructive dismissal or breach conditions of this Agreement. 2.3 The Executive represents and warrants to the Company that he has the required qualifications, skills and experience to perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement. 2.4 2.2 During the Term term of this Agreement, the Executive shall at all times: a) devote his full time Consultant, through the Individual, will act in the role of SSA to the Corporation and attention any affiliates of the Corporation, director of the Board, and will provide the Executive's best effortsCompany with the Services. The Consultant, skills and talents through the Individual, will provide the Services to the business Corporation and its subsidiaries, and will be available to provide the Services to the Corporation in a timely manner as required in connection with the performance of the Company during Services. It is expected that the Executive's working hours; b) faithfullyIndividual will spend the required amount of time necessary to fulfill the Services. In performing the Services, honestly and diligently perform the duties and exercise the responsibilities that shall be required of the Executive under this Agreement; c) deal Individual will at all times and in good faith with all respects do their utmost to enhance and develop the Company business interests and its employees, contractors and suppliers;welfare of the Corporation. d) 2.3 The Individual 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 he provides including the obtaining of all necessary permits and licences;. e) 2.4 The Individual will refer to the Board of Directors Chief Executive Officer of the Company Corporation on all matters and transactions in which a real or perceived conflict of interest between the Executive Individual and the Company Corporation or any of its affiliates may arise;. f) 2.5 The Individual will perform those duties and responsibilities normally and reasonably associated with the Services in a competent position of SSA together with such other duties and efficient manner and will carry out all lawful instructions and directions responsibilities as may from time to time given be assigned by the Corporation to the Executive from Individual that are commensurate with such position (the Company“Services”). The Individual acknowledge and agree that: (a) the Individual will perform the Services on behalf of the Corporation and its affiliates, accordingly, in this Agreement the term “Corporation” means Algernon Pharmaceuticals Inc. and all of its affiliates and subsidiaries; and g(b) act at all times the Individual will devote his time as required as SSA to the business and affairs of the Corporation. (c) in the best interests course of performing the Company and in accordance with Services, the Executive's obligations under this AgreementIndividual may be required to travel; and (d) the Individual may be appointed to other management positions within the Corporation.

Appears in 1 contract

Sources: Executive Consulting Agreement