4.4 Consultant will advise the Bank’s President and CEO (or delegate) of days planned to be
worked or days planned to be off, in advance, to the greatest extent possible. Consultant
will also advise Bank’s President and CEO with regard to any daily schedule (work
hours) changes, if necessary.
4.5The Bank will reimburse Consultant for pre-approved travel expenses for travel required
by the Bank, in compliance with the Bank’s Travel and Business Expense Guidelines,
including with respect to the June Board offsite and in connection with any other offsite
meetings. The Bank shall pay such invoices within 30 working days of receipt unless
payment is withheld in connection with a bona-fide dispute. Consultant will endeavor to
be as efficient as reasonably possible when it comes to travel timing and expenses, in
accordance with the Bank’s Travel and Business Expense Guidelines.
4.6Consultant will exercise reasonable judgement for when Consultant will work on-site in
the Bank’s offices. In general, the expectation is that the Consultant will work onsite two
days per week. The Bank will reimburse the Consultant for daily public transit
commuting costs and monthly commuter station parking in Consultant’s town of
residence as of the date of this Agreement.
5.Intellectual Property Ownership.
5.1All inventions, ideas, processes, written materials, programming, documentation, and all
other work product originated and prepared for the Bank directly or indirectly by
Consultant and/or its Associates pursuant to this Agreement shall belong exclusively to
the Bank and may be used or transferred by the Bank in any manner it finds appropriate.
Any and all such work product in whatever form embodied shall be turned over to the
Bank upon request or upon completion or termination of this Agreement.
5.2All discoveries, developments, designs, improvements, inventions, formulas, processes,
techniques, programs, know-how, models and data (hereinafter referred to as
“Inventions”), whether or not patentable or remittable under patent, copyright, or similar
statutes, that are made or conceived by Consultant and/or its Associates pursuant to the
services under this Agreement, and all patent, copyright, and other rights therein, both
domestic and foreign, shall belong to, and shall be assigned by Consultant and/or its
Associates to the Bank or its designee. Consultant and/or its Associates shall promptly
and fully disclose all such Inventions to the Bank and shall cooperate with the Bank or its
nominee as may be reasonably required in order to obtain and from time to time enforce,
at the Bank’s expense, patents, copyrights, and other rights and protections relating to
such Inventions in any and all countries, and to that end shall execute all documents for
use in applying for and obtaining such patents, copyrights, and other rights and
protections on such Inventions, as the Bank may desire, together with any assignments
thereof to the Bank or persons designated by it. The obligations of Consultant and/or its
Associates under this Section 5 shall continue beyond the termination or expiration of this
Agreement, but the Bank shall compensate Consultant at a reasonable rate after the
termination or expiration of this Agreement for time actually spent, at the Bank’s request,
by Consultant and/or its Associates on such assistance. In the event the Bank is unable,