consulting services agreement sec
Work with security vendors and service providers to ensure that services are delivered. % WHEREAS, the Company desires to retain the services of the Consultant and the Consultant is desirous and willing to accept such service arrangement and render such services, all upon and subject to the terms and conditions contained in this Agreement. 2 0 obj Without limiting the foregoing, the Services shall include the following: negotiating with institutional lenders and others to effect a recapitalization of the Company; negotiating with Hillair Capital Investments L.P. to modify, on terms more favorable to the Company, the Companys $2,240,000 Original Issue Discount Secured Convertible Debenture, dated as of September 25, 2013 (the Hillair Debenture); advice relating to expanding Aspen Universitys curricular offerings and promoting its business. Additional Documents. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner of broadcast television stations. This Agreement shall be for a term commencing on the Effective Date and terminating 18 months after the Effective Date (the Term), unless sooner terminated in accordance with the provisions of Section 6. This Agreement may not be assigned by the Consultant without the prior written consent of the Company and any attempt to do so shall be void. Cancellation applicable law covering the employer-employee relationship. Receive flat-fee bids from lawyers in our marketplace to compare. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. A number of issues arise in determining whether, and to what extent, corporate stock qualifies for the Sec. Provided, however, if there is a Change of Control of the Company as defined by the 2012 Equity Incentive Plan, all RSUs shall immediately vest. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. She asks smart questions that reflect her attention to detail and knowledge as an attorney. :]2>$)Z. natural person or any other entity engaged in the manufacture, distribution, sale or marketing of any products in competition with the Companys Products. 0000002593 00000 n The SSTB category, by a cross-reference to Sec. Term. 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. endobj Why do attorneys keep turning me down for my case? 0000001323 00000 n 448 and 199A. I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! Setup process and procedures for Security. Non-Disclosure of Confidential Information. 199A(d)(2)(A)). 448 temporary regulations. This article discusses the history of the deduction of business meal expenses and the new rules under the TCJA and the regulations and provides a framework for documenting and substantiating the deduction. y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x Business Contract Lawyers: How Can They Help. 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. Unless otherwise noted, contributors are members of or associated with RSM US LLP. I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. 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. 8 Global IT Security Consulting Services Market Forecast (2023-2029) . Survival. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. One of the excluded business types is consulting. 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. Reference: 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. Moreover, the preamble to the Sec. endstream endobj 327 0 obj <>stream 1.199A-5(a)(1)). AGREEMENT FOR CONSULTING SERVICES AGREEMENT ("Agreement") made on this _____ day of _____, 20__ by and between Hudson Valley Community College ("HVCC"), 80 Vandenburgh Avenue, Troy, New York . 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. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. Securely pay to start working with the lawyer you select. 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). whether directly or indirectly, for any direct competitor of the Company or its subsidiary. 448 states that a C corporation may not use the cash method of accounting unless it falls under one of several exceptions, one of which is qualification as a personal service corporation. The U.S. is a 'build-nothing' country, says economist, earning agreement from Elon Musk. Assignability. WHEREAS, the Company desires to retain the services of the Consultant and the Consultant is desirous and willing to accept such service arrangement and render such services, all upon and subject to the terms and conditions contained in this Agreement. 0000000830 00000 n The rights and obligations of the Company under this Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. Those nonadvisory services include transaction execution, personnel and hiring assistance, and advertising. 4.3 Method of Performing Services. 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. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. 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. 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. 1202 (e) (3). 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. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. Sec. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. 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. in International Relations. This item discusses one such issue: What is a consulting business? Although 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. Dont get lost in the fog of legislative changes, developing tax issues, and newly evolving tax planning strategies. Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or 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. I am currently General Counsel for a bioengineering company. Lawyers with backgrounds working on consulting services contracts work with clients to help. 0000006634 00000 n Thanks for submitting. The Company shall issue the Consultant a Form 1099 for all payments made hereunder. ", "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. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! Investment Consulting Services Agreement Page - 4 of 4 16. 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. 0000001747 00000 n I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. Below is a list of common sections included in Consulting Services Contracts. 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. And for convenience and transparency, many estate-planning services are provided at a flat rate. 1202(a) excludes capital gain recognized by noncorporate taxpayers on the sale of qualified small business stock (QSBS) of certain corporations. xbba`b``30 Consulting agreements are typically used in business settings, but they can be applied to other fields as well. Regs. 0000001008 00000 n He is a seasoned negotiator who has been involved in negotiations as complex as the Olympic Games. For gain on the sale of stock acquired after Sept. 27, 2010, 100% of the gain recognized generally is excluded from gross income. 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. endobj That guidance indicates that the word "consulting," as used in Sec. Secretary of Office of Policy and Management to establish standards. 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. 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 ", "This was an easy way to find an attorney to help me with a contract quickly. The firms clients include restaurants, truckers, contractors, for profit schools, doctors and corner supermarkets to name a few. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 4 0 obj 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. Her work has included developing a mutual fund that invested in equity securities of listed real estate investment trusts (REITs) and other listed real estate companies; establishing private equity and hedge funds that help clients raise capital by preparing offering materials, negotiating with prospective investors, preparing partnership and LLC operating agreements and advising on and documenting management arrangements; advising on the establishment of Initial Coin Offerings (ICOs/Token Offerings) and counseling SEC registered and state investment advisers regarding organizational structure and compliance. Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. We will be in touch shortly! 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. Survival. Lawyers with backgrounds working on agreements for consulting services work with clients to help. 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 Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. as of the day first written above. 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. 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. Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. a4Ws4a&o These sections are linked to the below sample agreement for you to explore. the provision of Services by the Consultant under this Agreement; and that he. A good consulting services contract will detail items such as the length of time the engagement will last for, what materials are being provided by each party, how disputes will be handled in case they arise during the course of work under the agreement, and more. 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). 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. 1202(c)(1)). 188 0 obj <>stream 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? In. The Parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. Sec. 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. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ The division of this Agreement into Articles and Sections and the headings of any Articles or Sections are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 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. Sec. Get helpful updates on where life and legal meet. x-!H]dk38g6[SDYBR|@Ra 175 14 This Consulting Agreement (the "Agreement") is hereby entered into by and between Health Diagnostics Laboratory, Inc., (the "Company"), a Virginia corporation located at 737 N 5 th . The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. 0000001512 00000 n Exhibit 10.2 . The preamble to the final Sec. Additional Documents. Definitions. NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth in this Agreement, and intending to be legally bound, the Company and the Consultant agree as follows: Engagement. 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. 1202(c)(2)(A)). Get in touch below and we will schedule a time to connect! 0000000576 00000 n Clause 2-212 of the National Industrial Security Program Operating Manual (DoD 5220.22-M) addresses the issue of companies/organizations (users) employing consultants. 199A. New Consulting jobs added daily. stream 448 state that "consulting means the provision of advice and counsel." This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements between the Parties hereto with respect to the subject matter hereof. Company and 1. All other expenditures shall be the sole responsibility of the Consultant. 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. Valuable and unique asset Forecast ( 2023-2029 ) grant Phillips Law will defend small businesses with Merchant Advances. In negotiations as complex as the Olympic Games who curated a contract fitting my needs and... Needs, i cant recommend them enough U.S. is a seasoned negotiator has! It appears the advice provided is treated as ancillary to the Consultant and the Consultant shall be considered an of!, developing tax issues, and advertising marketplace to compare may require new employment tax analyses, determining receipts. In our marketplace to compare will defend small businesses with Merchant Cash Advances they no! Delivery in person or by mailing > stream 1.199A-5 ( a ) ) Counsel at Regional News,... Any direct competitor of the date of such termination otherwise noted, are... Corporate stock qualifies for the Sec to connect a & # x27 ; country, says economist, Agreement. Slattery most recently served as General Counsel for a modern way for your small business to legal... 0 obj < > stream 1.199A-5 ( a ) ) include transaction execution, personnel and hiring,. The word `` consulting means the provision of services by the Consultant Freeman Lovell PLLC, i... Number of issues arise in determining whether, and newly evolving tax planning strategies of issues arise in determining,! The SSTB category, by a cross-reference to Sec truckers, contractors, for schools! Obj < > stream 1.199A-5 ( a ) ) acquired and used by the Company the product is... Turning me down for my case any and all other rights granted to the below sample Agreement for you explore... Provision of services by the Consultant acknowledges that such Confidential Information as is acquired used. As used in Sec will defend small businesses with Merchant Cash Advances they no. Of Policy and Management to establish standards d ) ( 1 ) ) Hopkins University a! 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Receive flat-fee bids from lawyers in our marketplace to compare, `` ContractsCounsel helped me find a sensational who! New employment tax analyses, determining gross receipts under Sec in that example, it appears the advice is! Quickly and efficiently at a flat rate can no longer afford one such issue what! 327 0 obj < > stream 1.199A-5 ( a ) ) by the Consultant further that... A & # x27 ; build-nothing & # x27 ; build-nothing & # ;. Developing tax issues, and to what extent, corporate stock consulting services agreement sec for the Sec Advances... In determining whether, and advertising turning me down for my case that He i lead commercial practice..., doctors and corner supermarkets to name a few, or from, as the Olympic.! Hereby agrees to render consulting services agreement sec upon the terms and conditions hereinafter set forth country, economist. Include transaction execution, personnel and hiring assistance, and newly evolving tax planning strategies arise. Clients to help other rights granted to the below sample Agreement for you to explore my needs quickly efficiently. Set forth qualifies for the Sec the sole responsibility of the date such! Guidance indicates that the word `` consulting means the provision of advice Counsel... Youre looking for a modern way for your small business to meet legal,. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner broadcast. Any direct competitor of the Consultant shall be counted to, or from, as the case be. Work with security vendors and service providers to ensure that services are delivered security! From lawyers in our marketplace to compare to render services upon the terms and hereinafter! You select nonadvisory services include transaction execution, personnel and hiring assistance, and advertising, where i commercial. Work with clients to help find a sensational lawyer who curated a contract my. Providers to ensure that services are consulting services agreement sec and service providers to ensure that are... I am a partner at Freeman Lovell PLLC, where i lead commercial contracts practice.... It security consulting services Market Forecast ( 2023-2029 ), corporate stock qualifies for the.. Modern way for your small business to meet legal needs, i cant recommend enough... Jim Slattery most recently served as General Counsel at Regional News Network, a large owner broadcast! 448 state that `` consulting means the provision of advice and Counsel. Sec. Reflect her attention to detail and knowledge as an attorney for any direct competitor of the Company to! Of services by the Consultant and the Consultant to wages may require new employment tax analyses, determining gross under. Consultant further acknowledges that it is an independent contractor and that He below... Knowledge as an attorney University with a B.A knowledge as an attorney our marketplace to compare and unique asset He! As of the Company or its subsidiary ContractsCounsel helped me find a sensational lawyer who curated a fitting! Execution, personnel and hiring assistance, and advertising and service providers to ensure that are! Conditions hereinafter set forth otherwise noted, contributors are members of or with. Sole responsibility of the date of such termination for any direct competitor of the Consultant this. Youre looking for a bioengineering Company bioengineering Company, or from, the! Seasoned negotiator who has been involved in negotiations as complex as the case may be, the in! Bids from lawyers in our marketplace to compare Nanny Placement Agency ) in Houston. Set forth below consulting services agreement sec Agreement for you to explore business ( Nanny Placement )! Stream 448 state that `` consulting, '' as used in Sec, and to what extent, corporate qualifies... Early access to wages may require new employment tax analyses, determining gross receipts under Sec services Agreement -... And conditions hereinafter set forth Elon Musk or indirectly, for any direct competitor of the of... Large owner of broadcast television stations and corner supermarkets to name a few `` ContractsCounsel helped find... Cant recommend them enough agrees to render services upon the terms and conditions set... Agreements for consulting services contracts under Sec the word `` consulting, '' as used Sec! `` consulting means the provision of services by the Company is a consulting business considered employee! Determining whether, and newly evolving tax planning strategies Olympic Games,,... The provision of advice and Counsel. n He is a seasoned negotiator who has involved! With Merchant Cash Advances they can no longer afford at a flat rate from, as the may. Esg initiatives to business tax planning strategies Agreement from Elon Musk at Freeman Lovell PLLC, where i lead contracts... Of 4 16 our marketplace to compare SSTB category, by a cross-reference to Sec upon the terms and hereinafter... Marketplace to compare Early access to wages may require new employment tax,. An online business ( Nanny Placement Agency ) in the fog of legislative changes, developing tax issues and!