0000000016 00000 n The Consultant shall not, except in connection with and as required by its performance of the Services under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of an officer of the Company. Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. In such action, the Company shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security. xSn0>!I$}@`IAE43c{m.U7)D!k2'vS%{*'yT'l `Jvb[4Gz2WY->TTe!+T%ZL 800,000 Restricted Stock Units (RSUs), vesting every three months in six equal increments (with fractions rounded up initially and then down) over an 18-month period provided that on each applicable vesting date (x) Andrew Kaplan continues to serve as a director of the Company and (y) either of the two provisions in Section 4(a) shall have occurred. <> master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. endobj Additionally, the company must conduct a qualified trade or business, which is defined as any trade or business other than those providing "services in the fields of health, law, engineering, architecture, accounting, actuarial science, performing arts, consulting," and certain other fields specified in the statute (Sec. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ 448 regulations as guidance does, however, appear appropriate. 448 temporary regulations. Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. With a supreme pledge of exceptional service to its clients in the areas of Real Estate (Commercial & Residential), Loan Modifications, Intellectual Property, Corporate Law & Business Transactions, Wills, Trusts & Estates, the Law Office of George K. Fuiaxis creates solutions for the many faceted problems faced by its clients. 1202(e)(3). Confidentiality. Lawyers with backgrounds working on agreements for consulting services work with clients to help. I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc. Governing Law. Entire Agreement. Definitions. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. endstream endobj 327 0 obj <>stream The RSUs shall be delivered on the earlier of (i) November 30, 2015, (ii) a Change of Control of the Company, or (iii) if the average closing price of the Companys Common Stock is at least $0.50 over a 10 trading day period (subject to adjustment for stock splits, combinations and similar events). Company and Skilled at executing corporate priorities, driving profitability by implementing goal-oriented processes to achieve revenue and productivity targets, and managing company litigation and outside counsel. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 1202 requirement is that the corporation must constitute a "qualified trade or business," which includes all trades or businesses other than the types explicitly excluded in Sec. The Consultant shall devote up to 20 hours per month. 3 0 obj I would recommend Angela to anyone and will definitely return to her for future legal needs. A Consulting Agreement is a written contract that outlines the terms and conditions of a professional service. This Agreement may not be assigned by the Consultant without the prior written consent of the Company and any attempt to do so shall be void. Exclusive Jurisdiction and Venue. 199A proposed regulations stated that "the text of section 1202(e)(3)(A) substantially tracks the definition of 'qualified personal service corporation' under section 448" (REG-107892-18). The U.S. is a 'build-nothing' country, says economist, earning agreement from Elon Musk. The execution of this Agreement may be by actual, facsimile or pdf signature. ?eIvKu-ifElh9@+ h5:|*tP~xn~[xq.x;aC6C~z`;3wMx#8?E}6EYej;m%rU N The RSUs shall be delivered on the earlier of (i) November 30, 2015, (ii) a Change of Control of the Company, or (iii) if the average closing price of the Companys Common Stock is at least $0.50 over a 10 trading day period (subject to adjustment for stock splits, combinations and similar events). y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x Upon termination of this Agreement, the Company shall reimburse the Consultant for any reasonable expenses previously incurred for which the Consultant had not been reimbursed prior to the effective date of termination, provided that the requirements of Section 4(c) have been satisfied. 1202 provide guidance. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. The Consultant shall use its best efforts to perform the Services pursuant to this Agreement competently, carefully, faithfully and shall devote sufficient time and energies necessary to perform the Services. Angela is wonderful to work with. For purposes of this paragraph, the term Products shall mean ready-to-eat Additional Documents. This General Consulting and Services Agreement (this "Agreement") is made as of the date of last signature ("Effective Date") by and between TherapeuticsMD, Inc., a Nevada corporation maintaining offices at 951 Yamato Road, Suite 220, Boca Raton, Florida 33431 ("TherapeuticsMD"), and MCD Consulting and Management Services . stream 188 0 obj <>stream Clara then worked as in-house counsel to a large financial services company, handling intellectual property, vendor contracts, technology, privacy, cybersecurity, licensing, marketing, and otherwise supporting general operations. In the event of a material default under this Agreement by either party, the other party may terminate this Agreement if such default is not cured within 10 days following delivery of written notice specifying and detailing the default complained of and demanding its cure. 448. 0 All records, files, materials and other Confidential Information obtained by the Consultant in the course of its Services to the Company are confidential and proprietary and shall remain the exclusive property of the Company or its students, as the case may be. These sections are linked to the below sample agreement for you to explore. Agreement or if the Consultant shall cease to provide the Services to the Company for any reason and take any action in violation of Section 7, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to enjoin the Consultant from breaching the provisions of Section 7. %PDF-1.6 % Get helpful updates on where life and legal meet. Address and Telephone Number of Agent for Service of Process) If any of the Securities being registered on this Form S-8 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of . Most business owners have signed a consulting services contract at some point in their career and understand their importance. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. Jim received a J.D. << /Length 1 0 R /Filter /FlateDecode >> 0000000576 00000 n The Consultant shall exercise all due and diligence precautions to protect the integrity of the Companys Confidential Information and to keep it confidential whether it is in written form, on electronic media or oral. She opened her own practice in September of 2017 and represents hedge funds, financial services companies, and technology companies in a range of transactional matters. Survival. 4.3 Method of Performing Services. Business Contract Lawyers: How Can They Help. In florida, 70 employees at my business they lay off 10 and give severance to 8 out of the ten, myself 5 year employee and a 2 month employeee and both are sales others are operation, do have rights to get the same severance? All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. . Notwithstanding the foregoing, Andrew Kaplan, while serving on the Companys Board of Directors, shall be eligible for any and all benefits provided by the Company to its directors. We will be in touch shortly! I work with startups, growing companies, and the Fortune 500 to make sure your legal go-to-market strategy works for you. Accordingly, it stands to reason that the interpretation of consulting under Sec. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. <> 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). Lawyers with backgrounds working on consulting services contracts work with clients to help. Why do attorneys keep turning me down for my case? Provided further that if on an applicable vesting date clause (x) has not been met but clause (y) is met within the 18 month term, the earlier three month service provisions shall be deemed to have been met. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. (?/_IKH$AH%BjE. cereal products, toaster pastries, cereal bars, granola bars, crispy. 0000001512 00000 n Services. xref In addition to any compensation received under this Section 4, the Company shall reimburse the Consultant for all reasonable travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by the Consultant in connection with the performance of its Services under this Agreement; provided, however, any such expenses over $250 shall be approved by the Company in writing in advance. Ensure security baselines, requirements are set up for hardening, patching, authentication, and vulnerability management. Neither the Consultant nor its employees shall be entitled to medical coverage, life insurance or to participation in any current or future Company pension plan. For more than three decades, the only authoritative interpretation given to the term "consulting" as used in the Code was the interpretation that appeared in the Sec. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. I also serve as outside General Counsel to several businesses in various sectors. These legitimate business interests include, but are not limited to (i) trade secrets and valuable confidential business or professional information that otherwise does not qualify as trade secrets, including all Confidential Information; (ii) substantial relationships with specific prospective or existing students; (iii) student goodwill associated with the Companys business; and (iv) specialized training relating to the Companys business, technology, methods and procedures. The SSTB category, by a cross-reference to Sec. Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. For gain on the sale of stock acquired on or before Sept. 27, 2010, and after Aug. 10, 1993, a lower percentage generally is excluded (either 75% or 50%, depending on the date of acquisition). Confidentiality. Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally, except by a statement in writing signed by the party or Parties against whom enforcement or the change, waiver discharge or termination is sought. in Banking and Financial Law from Boston University School of Law. GRANT PHILLIPS LAW, PLLC. from the University of Notre Dame. In accordance with Paragraph 2-212 of the "National Industrial Security Program Operating Manual," DoD 5220.2-M, we certify that (Insert Name of Using Contractor Facility) has entered into an agreement whereby (Insert Name of Consultant) will provide services requiring access to (Insert Confidential, Secret, or Top Secret) information. Non-Disclosure of Confidential Information, Employment Contract Review: Costs, What To Expect. Payment to the Consultant of the Cash Compensation shall become due upon the earlier of the occurrence of one of the following: the Company completes its recapitalization and modifies the terms of the Hillair Debenture, which modification shall not include effecting any subordination of the Hillair Debenture; or. Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. 199A regulations provide a detailed explanation of the meaning of consulting. IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement Additional Documents. Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. Leverage your professional network, and get hired. Any action brought by either party against the other concerning the transactions contemplated by or arising under this Agreement shall be brought only in the state or federal courts of New York and venue shall be in New York County or the Southern District of New York. That guidance indicates that the word "consulting," as used in Sec. 1202 generally provides a 100% exclusion from gain on the sale of stock of a qualified small business. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. A trade or business is "qualified" for this purpose if it does not consist of "performing services as an employee" and is not a "specified service trade or business" (Sec. 9847; see also Regs. All claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by the laws of the State of New York without regard to choice of law considerations. For the avoidance of doubt, a direct competitor shall be deemed to be any online university or Internet-based postsecondary education company or the providing of any services to a college or university relating to online education. The Company and the Consultant recognize that the Services to be rendered under this Agreement by the Consultant are special, unique and of extraordinary character, and that in the event of the breach by the Consultant of the terms and conditions of this. Non-Disclosure of Confidential Information. terms of service, privacy policies, CCPA notices, and GDPR notices). Work with security vendors and service providers to ensure that services are delivered. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. The temporary regulations provide 10 examples that illustrate what does and does not constitute "the provision of advice and counsel." We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. Clients Rate Lawyers on our Platform 4.9/5 Stars. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. BUSINESS CONSULTING SERVICES AGREEMENT. 1202(g)(1)(B)). Complete our 4-step process to provide info on what you need done. Notwithstanding the preceding, in the event of a violation by the Consultant of Section 7, the Company may terminate this Agreement immediately upon written notice to the Consultant. A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. 1202 has increased. Sec. Do you need help with a consulting services contract? shall not be required to plead or prove irreparable harm or lack of an adequate remedy at law or post a bond or any security. Chapter 55a - Consultants and Personal Service Agreements CHAPTER 55a CONSULTANTS AND PERSONAL SERVICE AGREEMENTS Table of Contents Sec. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate agreements for consulting services. c. Immediately upon termination of this Agreement for any reason, all such data, information, and other work as The Law Office of George K. Fuiaxis, from the very beginning in 2002, has built a reputation with its clients as an unmatched, diligent, hands on law practice that is always on duty to find the best course of action for its clients. I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! ,'! 199A regulations states that determining whether a particular business is an SSTB and therefore excluded from being a qualified trade or business requires a facts-and-circumstances analysis (T.D. For the avoidance of doubt, a direct competitor shall be deemed to be any online university or Internet-based postsecondary education company or the providing of any services to a college or university relating to online education. Company. Read ourprivacy policyto learn more. St., The Company shall not pay contributions to social security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits, which might be expected in an employer-employee relationship. The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. Please review our Privacy Statement and Terms of Use for additional information. Notwithstanding the foregoing, Andrew Kaplan, while serving on the Companys Board of Directors, shall be eligible for any and all benefits provided by the Company to its directors. This legal contract usually includes information regarding the scope of the work, payment, and deadlines. The office represents several various clients, including well known lending institutions, foreign and domestic corporations, sellers and buyers of residential and commercial real estate, residential and commercial landlords and tenants, well known restaurant and business owners, automobile dealerships, airline companies, well known fashion, sports and entertainment industry individuals and corporations, information technology (IT) startups and well known IT companies. Thanks for submitting. An agreement for consulting services is a contract between two parties - typically a business and a consultant. This CONSULTING AGREEMENT is made and entered into the "Effective Date" between the "Consultant" both as outlined in Exhibit A and The OWASP Foundation (the "Company") a 501c (3) charity with its principal place of business at 1200-C Agora Drive #232, Bel Air, MD 21014. That Consultant will only disclose Confidential Information to employees, agents or Subcontractors of Consultant who have a. need to know such information in order to carry out Consultants responsibilities hereunder, and only then to those who have been advised that such information is confidential and b. Cornell shall at all times have access to review the ongoing work of Consultant for purposes of inspecting the same and determining that the Services are being performed in accordance with the terms of this Agreement. We will be in touch shortly! Security Exchange Commission - Edgar Database, EX-10.24 7 aspu_ex10z24.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. devices that are current in their anti-virus software and security patches and that are protected by a firewall; on portable electronic . The Consultant shall not, except in connection with and as required by its performance of the Services under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of an officer of the Company. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. A consulting services contract is a legal document between a company and an individual or organization providing consulting to the company. However, it may not be appropriate to rely on the Sec. On request from the Company, the Consultant shall provide evidence, satisfactory to the Company, of the existence or, as the case may be, the renewal of the insurance. As a result of these developments, interest in Sec. Mar 1, 2023 . The preamble to the final Sec. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia. Neither Party shall issue any public statements or press release concerning this Agreement or the Parties relationship without the other Partys prior approval unless otherwise required by law. Equitable Relief. howsoever incurred by the Company in relation to the taxation treatment of the payments made under this Agreement or as a result of the breach by the Consultant of any of the terms of this Agreement. Consultant. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. In addition to any compensation received under this Section 4, the Company shall reimburse the Consultant for all reasonable travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by the Consultant in connection with the performance of its Services under this Agreement; provided, however, any such expenses over $250 shall be approved by the Company in writing in advance. The Parties hereto shall execute such additional instruments as may be reasonably required by their counsel in order to carry out the purpose and intent of this Agreement and to fulfill the obligations of the Parties hereunder. In connection with the execution of this Agreement, the Company shall appoint Andrew Kaplan to serve on the Board of Directors of the Company within seven days of the effective date. directly or indirectly carry on, be engaged, assist or otherwise provide or perform any services of any nature to, for or on behalf of any legal or My career interests are to practice Transactional Corporate Law, including Business Start Up, and Mergers and Acquisitions, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. understands his responsibilities with respect to the payment of these taxes. Although Sec. 1.199A-5(a)(1)). This Business Consulting Services Agreement (the Agreement) is entered into effective as of May 29, 2014 (the Effective Date) by and between Aspen Group, Inc., a Delaware corporation (the Company) and AEK Consulting LLC, a New Jersey limited liability company (the Consultant). The term "specified service trade or business" draws explicitly from Sec. schedules when working at Companys facility(ies) or premises, and other Company rules and regulations, and Consultant shall be responsible for Consultants actions while on Company premises or otherwise providing the Services requested by Lori Anne Johnston, CPA, J.D., is a manager, Washington National Tax for RSM US LLP. x-!H]dk38g6[SDYBR|@Ra By using the site, you consent to the placement of these cookies. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the Parties to the other.
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