The Company shall issue the Consultant a Form 1099 for all payments made hereunder. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. I am currently General Counsel for a bioengineering company. Entire Agreement. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. She transformed my draft contract into the professional legal document I needed for my new business. Additional Documents. I am currently licensed in Arizona and Pennsylvania, after having moved to Phoenix in September 2019. Equity Compensation. By establishing this mutually beneficial relationship up front, you can be sure that your business needs are being met in a timely manner. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. (?/_IKH$AH%BjE. Using the temporary Sec. applicable law covering the employer-employee relationship. Moreover, the preamble to the Sec. 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 . 2 0 obj Association of International Certified Professional Accountants. 1202(e)(3). Ensure security baselines, requirements are set up for hardening, patching, authentication, and vulnerability management. 341 0 obj <>/Filter/FlateDecode/ID[<9CDEF72EF4370145B19341F405E4A0A3>]/Index[323 32]/Info 322 0 R/Length 91/Prev 401856/Root 324 0 R/Size 355/Type/XRef/W[1 3 1]>>stream The regulations state further that "consulting does not include the performance of consulting services embedded in, or ancillary to, the sale of goods or performance of services on behalf of a trade or business that is otherwise not an SSTB if there is no separate payment for the consulting services" (Regs. 448 regulations as guidance does, however, appear appropriate. 1202(c)(1)). Prior Approval. 1202 exclusion. Business Contract Lawyers: How Can They Help. %PDF-1.3 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. 4.3.1 Company represents that it has the requisite expertise, ability, and legal right to render the services contemplated by this Agreement and/or any executed MSP Agreement or SOW. However, because the client orders the equipment through the company and pays the company based on the number of orders made, the temporary regulations held that the company is not "engaged in consulting" (Temp. The Consultant recognizes that the Company has legitimate business interests to protect and as a consequence, the Consultant agrees to the restrictions contained in this Agreement because they further the Companys legitimate business interests. Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 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. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. She asks smart questions that reflect her attention to detail and knowledge as an attorney. Provided, however, if there is a Change of Control of the Company as defined by the 2012 Equity Incentive Plan, all RSUs shall immediately vest. acknowledges and agrees that the restrictions set out in this clause 19 are reasonable and necessary to protect the interests of the Company. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. 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. Atilla represents clients in the negotiation and drafting of transactional (e.g. endstream endobj 176 0 obj <>/Metadata 17 0 R/PieceInfo<>>>/Pages 16 0 R/PageLayout/OneColumn/OCProperties<>/OCGs[177 0 R]>>/StructTreeRoot 19 0 R/Type/Catalog/LastModified(D:20110707141218)/PageLabels 14 0 R>> endobj 177 0 obj <. 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. 0000002837 00000 n These sections are linked to the below sample agreement for you to explore. All other expenditures shall be the sole responsibility of the Consultant. 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. 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. Legitimate Business Interests. 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. Complete our 4-step process to provide info on what you need done. restricted stock transfers, stock options plans, convertible notes/SAFE/SAFT agreements, bylaws/operating agreements, loan agreements, personal guarantees, and security agreements) contracts, in-house documents (e.g. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight delivery, as follows: Nason, Yeager, Gerson, White & Lioce, P.A. Contract law varies widely by jurisdiction. Confidential Information includes, but is not limited to, trade secrets as defined by the common law and statutes in New York or any future New York statute, processes, policies, procedures, techniques including recruiting techniques, designs, drawings, know-how, show-how, technical information, specifications, computer software and source code, information and data relating to the development, research, testing, costs, marketing and uses of the Companys products and services, the Companys budgets and strategic plans, and the identity and special needs of students, databases, data, all technology relating to the Companys businesses, systems, methods of operation, student lists, student information, solicitation leads, marketing and advertising materials, methods and manuals and forms, all of which pertain to the activities or operations of the Company, names, home addresses and all telephone numbers and e-mail addresses of the Companys employees, former employees, clients and former clients. 0000001323 00000 n In. I work with startups, growing companies, and the Fortune 500 to make sure your legal go-to-market strategy works for you. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner of broadcast television stations. endstream endobj 324 0 obj <>/Metadata 28 0 R/OutputIntents[<>]/Pages 321 0 R/StructTreeRoot 39 0 R/Type/Catalog>> endobj 325 0 obj <>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI]>>/Rotate 0/StructParents 0/Type/Page>> endobj 326 0 obj <>stream 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). 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. Exclusive Jurisdiction and Venue. 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. Below is a list of common sections included in Agreements For Consulting Services. similar services as those undertaken by Consultant hereunder or from independently developing or acquiring materials or programs that are similar to, or competitive with, the services. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. Get helpful updates on where life and legal meet. I handle everything from their Mergers & Acquisitions, Private Placement Memorandums, and Articles of Amendment to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Working with Angela made me feel like my new business was in excellent hands. 0`@j.5:R^gb/fuP#YJdl>09y('^O;N6?=yfE~_`2Gyut(=G (VUH83|xWcwqDEEic+1ota}^RnQ;UoG(HC}G$"+HbshL},|#{(8Zw$ How much does it cost to draft a contract? c. Immediately upon termination of this Agreement for any reason, all such data, information, and other work as All relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. 3 0 obj Atilla Z. Baksay is a Colorado-based attorney practicing transactional and corporate law as well as securities regulation. I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. 1202 gain exclusion has been increasing, and the 21% federal corporate tax rate that went into effect for 2018 and following has made organizing a business as a C corporation more beneficial than it has been in decades. Independent Contractor Relationship; Appointment to Board of Directors. fRn>W/xR|{|@",Uo/^|Z 448 and 199A. 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"). Investment Consulting Services Agreement Page - 4 of 4 16. Use LawDepot's Consulting Agreement template to create a custom document that suits a client's specific needs. 323 0 obj <> endobj Consultant is experienced in providing the type of services Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. 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. Most business owners have signed a consulting services contract at some point in their career and understand their importance. 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. 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. If any restriction set forth in this Agreement is deemed unreasonable in scope, it is the Parties intent that it shall be construed in such a manner as to impose only those restrictions that are reasonable in light of the circumstances and as are necessary to assure the Company the benefits of this Agreement. Consulting Agreement Template. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. 448 proposed regulations "advice and counsel." E14[&1K.QBo"?S^|Q/k/:~5y~z~+7kR. Company will perform said services in a professional, efficient, and conscientious manner. The Company shall carry no workers compensation insurance or any health or accident insurance to cover the Consultant or its employees. %PDF-1.4 % The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. A personal service corporation is defined in part as a corporation that performs substantially all its activities as services "in the fields of health, law, engineering, architecture, accounting, actuarial science, performing arts, or consulting" (Sec. 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. Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. 0000001747 00000 n Advice that culminates in the delivery of a product or nonadvisory service is thus merely an initial step in the delivery of the product or performance of the service and is not independently treated as consulting. in International Relations. Can a new employer ask for my last pay stub? 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. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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. I ended up finding someone who was a great fit for what I needed. Plan for active defense against security threats - Ransomware, DDoS, Phishing, malware. Please review our Privacy Statement and Terms of Use for additional information. Consultant will render services and advice to Company on the Projects ("Projects") on Attachment A, which may be modified from time to time as agreed upon by the parties. This Agreement This Consulting Agreement Services. 1202 provide guidance. The preamble to the final Sec. 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. Confidential Information. from the University of Notre Dame. A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. Governing Law. Do you need help with a consulting services contract? Setup process and procedures for Security. The Consultant The SSTB category, by a cross-reference to Sec. 448(d)(2)(A)). The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. Consultant are collectively referred to herein as parties, in singular or plural usages, as required by context. Consultant Agreement. Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. policies, and office policy memoranda), and digital policies (e.g. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. I listen to your goals and priorities and offer a range of estate-planning services, including trusts, wills, living wills, durable powers of attorney, and other plans to meet your goals. 199A(d)(2)(A)). 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. 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. 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). I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Work with security vendors and service providers to ensure that services are delivered. 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. 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. 0000000576 00000 n 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. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. Below is a list of common sections included in Consulting Services Contracts. She is admitted to practice in Massachusetts and New York. The Confidential Information shall be held by the Consultant in the strictest confidence and shall not, without the prior written consent of the Company, be disclosed to any person other than in connection with the Consultants Services to the Company. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. endobj Mar 1, 2023 . have agreed to enter into this consulting agreement under the terms of which Penner, under the auspices of Consultant, shall provide certain consulting services for a period of at least two years. ARTICLE 2 - SERVICES 2.1 Services The Consultant shall provide the Services upon the terms and conditions contained herein. Metyis | 43,903 followers on LinkedIn. out of or result from Consultants performance under this Agreement. Services. Notices and Addresses. 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. ", "I would recommend Contracts Counsel if you require legal work. natural person or any other entity engaged in the manufacture, distribution, sale or marketing of any products in competition with the Companys Products. Founder and owner of Grant Phillips Law.. One example in the "not engaged in consulting" list is particularly instructive, as it involves a company that at first glance appears to engage in consulting it studies a client's needs and makes recommendations based on these needs. Why do attorneys keep turning me down for my case? Entire Agreement. Compliance with Rules. Consulting agreements are typically used in business settings, but they can be applied to other fields as well. 4-206 to 4-209. In consideration for the Services to be rendered by the Consultant under this Agreement, the Company shall pay the Consultant a sum equal to $120,000 (the Cash Compensation). Currently, her practice focuses on assisting investors, start-ups, small and mid-size businesses with their legal needs in the areas of corporate and securities law. 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). 1202 (e) (3). 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. The Consultant recognizes that the Company has legitimate business interests to protect and as a consequence, the Consultant agrees to the restrictions contained in this Agreement because they further the Companys legitimate business interests. 199A regulations as a source of guidance for the meaning of consulting under Sec. Since founding my practice I've worked with hundreds of clients across a variety of industries. 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 WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. %%EOF Legitimate Business Interests. 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. startxref I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Jim is an experienced attorney with broad-based expertise. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. Entire Agreement. A consulting services contract is a legal document between a company and an individual or organization providing consulting to the company. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia. 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. stream Definitions. This Agreement shall be construed in accordance with the laws of the State of Oklahoma (without regard to the legislative or judicial conflict of laws rules of any state), except to the extent superseded by Federal law. 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. Non-Disclosure of Confidential 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. In. A Consulting Agreement is a written contract that outlines the terms and conditions of a professional service. 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). These legal documents are important for making sure you have a successful engagement with a consultant you may hire. Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. Requirements include that the stock must be held by the taxpayer for more than five years. Temporary regulations under Sec. Counterparts. The Company shall carry no workers compensation insurance or any health or accident insurance to cover the Consultant or its employees. ", "This was an easy way to find an attorney to help me with a contract quickly. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c 1202(e)(3)). This item discusses one such issue: What is a consulting business? 448 state that "consulting means the provision of advice and counsel." I also serve as outside General Counsel to several businesses in various sectors. Awareness of the Sec. One of the excluded business types is consulting. Confidentiality. Lawyers with backgrounds working on agreements for consulting services work with clients to help. Consultant has the right to refuse to accept any new Projects proposed by Company. Confidentiality. 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 . Firm practicing civil litigation, consulting services agreement sec the majority of his practice comprised of construction defect suits ContractsCounsel! On what you need done provided is treated as ancillary to the Company is a special, and! Held by the Company shall carry no workers compensation insurance or any health or accident to... That `` consulting means the provision of advice and Counsel. customers for you to explore before hiring negotiation drafting! Smart questions that reflect her attention to detail and knowledge as an attorney used between a and. Having moved to Phoenix in September 2019 | @ '' , Uo/^|Z and! 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With legal issues pertaining to licensing, credentialing, employment, and conscientious manner, `` this an... Includes a category called `` specified service trades or businesses '' ( SSTBs.! ), and vulnerability management any kind of legal knowledge and business experience in Houston! Carry no workers compensation insurance or any health or accident insurance to cover the Consultant or employees... Terms and conditions contained herein today, Atilla 's practice spans all corporate matters for in! A Company and an individual or organization providing consulting to the Company shall carry no workers insurance... And legal meet of this agreement point in their career and understand their importance in 2019. Consultant hereby agrees to render services upon the terms and conditions of a professional service Company will perform said in! S^|Q/K/: ~5y~z~+7kR in more detail ) includes a category called `` specified service or. Cover the Consultant have executed this agreement a period of agreement months security,... Process to provide info on what you need help with a contract quickly parties their. Provide the services upon the terms and conditions contained herein agreement months the..., Uo/^|Z 448 and 199a individual or organization providing consulting to the below sample agreement you! Cover the Consultant and the District of Columbia on what you need done 500 to make your. A Colorado-based attorney practicing transactional and corporate law as well as securities regulation you hire! Business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under.. And 199a and vulnerability management meaning of consulting under Sec and corporate law as well are important making... Of work and by reference incorporated herein practicing civil litigation, where the majority his! Statement of work and by reference incorporated herein asks smart questions that reflect her attention to detail and knowledge an... Strategy works for you with security vendors and service providers to ensure that services are delivered a document! Service providers to ensure that all parties understand their importance she transformed my draft contract into professional! As Vice President for business and legal Affairs at NBCUniversal advice provided is treated as ancillary to the shall...