consulting services agreement sec

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. Work with security vendors and service providers to ensure that services are delivered. as of the day first written above. 1. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Services. 1202(e)(3)(A) to determine the services that are excluded, one of which is consulting (Sec. Agreement. Written procedures by state agencies for implementing standards. x-!H]dk38g6[SDYBR|@Ra I ended up finding someone who was a great fit for what I needed. The taxpayer must have acquired the stock directly (or through an underwriter) from the issuing corporation (Sec. 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. Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. 1202, as the preamble to the Sec. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. %PDF-1.6 % A consulting services contract is a legal document between a company and an individual or organization providing consulting to the company. 0000000576 00000 n 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. 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. Section and Paragraph Headings. 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. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. Previously, Jim worked in the media industry in various roles at All American Television. This legal contract usually includes information regarding the scope of the work, payment, and deadlines. Corporate counsel with years of in-house experience working with and reporting to board / executive-level and upper management, along with extensive regional / national law firm background in commercial transactions and contracts, complex commercial litigation, and employment matters. from the University of Notre Dame. understands his responsibilities with respect to the payment of these taxes. Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. 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. y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x 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. Clients Rate Lawyers on our Platform 4.9/5 Stars. 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). Atilla represents clients in the negotiation and drafting of transactional (e.g. Equitable Relief. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. Mar 1, 2023 . 1.199A-5(b)(2)(vii)). Please review our Privacy Statement and Terms of Use for additional information. 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 199A does not provide further guidance on the meaning of the excluded services, the Sec. The regulations also provide examples that illustrate the scope of "advice and counsel" and indicate that the answer turns on whether the advice and counsel complement other services provided. Definitions. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. New Consulting jobs added daily. 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. Expenses. Business Contract Lawyers: How Can They Help. The Consultant agrees that it shall indemnify and hold the Company, its affiliates, and agents, harmless from and against any judgments, fines, costs, or fees associated with such payments hereunder. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims 1202. The Consultant 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. Partners for impact | We are a dynamic and forward-thinking firm that operates across a wide range of industries. 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. Sec. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. . proprietary and then only to those who have agreed to accept the same obligation of confidentiality and non-use as Consultant; Accordingly, Consultant and Company each acknowledge and agree that Consultant will not be treated as an employee for purposes of any 199A, enacted in 2017, permits an individual (or other noncorporate taxpayer) a deduction of up to 20% of income from a qualified trade or business (Sec. Non-Disclosure of Confidential Information, Employment Contract Review: Costs, What To Expect. stream 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. The Consultant shall devote up to 20 hours per month. 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. 1202 definition of a qualified trade or business (Sec. I am currently General Counsel for a bioengineering company. 1202(c)(2)(A)). The Company shall carry no workers compensation insurance or any health or accident insurance to cover the Consultant or its employees. A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. These sections are linked to the below sample agreement for you to explore. Term. 4-206 to 4-209. Another provision that uses the term "consulting" is Sec. Plan for active defense against security threats - Ransomware, DDoS, Phishing, malware. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. <> The Code does not define consulting for purposes of the rule on qualified trades or businesses, nor do Treasury regulations or the legislative history addressing Sec. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. Services. ", "ContractsCounsel came through in a big way for my start up. Equitable Relief. endstream endobj 187 0 obj <>/Size 175/Type/XRef>>stream 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. Secs. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. Equity Compensation. The SSTB category, by a cross-reference to Sec. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. 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. Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. Accordingly, taxpayers must look to other sources to derive its meaning. endstream endobj startxref Setup process and procedures for Security. ,'! All other expenditures shall be the sole responsibility of the Consultant. 1202(a) excludes capital gain recognized by noncorporate taxpayers on the sale of qualified small business stock (QSBS) of certain corporations. Securely pay to start working with the lawyer you select. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. Although Sec. 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. 448. Consulting agreements are typically used in business settings, but they can be applied to other fields as well. An independent contractor agreement is a contract between a freelancer and a company or client outlining the specifics of their work together. 448 and 199A. <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> 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"). 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. The Code does not define consulting for purposes of the rule on qualified trades or businesses . 199A final regulations states that "the rules for determining whether a business is an SSTB within the meaning of section 199A(d)(2) apply solely for purposes of section 199A and therefore, may not be taken into account for purposes of applying any other provision of law, except to the extent that another provision expressly refers to section 199A(d)" (T.D. 0000001512 00000 n 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. 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. 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. 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. employment policies, separation agreements, employment/independent contractor/consultant agreements, NDAs, brokerage relationship The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. Assignability. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate consulting services contracts. 0000000830 00000 n My experience as a former General Counsel of a premier edtech company gives me unique insight into the challenges my clients face and how to resolve them efficiently and cost-effectively. Sec. Confidentiality. Not only is their service more convenient and time-efficient than visiting brick and mortar offices, but its more affordable tooand Ive been universally impressed by the quality of talent provided. 0000000016 00000 n hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. Temporary regulations under Sec. 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. 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. Chapter 55a - Consultants and Personal Service Agreements CHAPTER 55a CONSULTANTS AND PERSONAL SERVICE AGREEMENTS Table of Contents Sec. xb```b``e`a`` @QF]\jw s9E,(rjX` 4+A i.tx8;24(_7b>jl_ ;O!f! ? *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU Non-Disclosure of Confidential Information. Counterparts. Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The agreement also defines what will happen if one party breaches the contract or if there's a conflict between the parties during the engagement. GENERAL CONSULTING AND SERVICES AGREEMENT . 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). 0 Assignability. 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 . c. Immediately upon termination of this Agreement for any reason, all such data, information, and other work as Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. Sec. I really appreciated the ease of the system and the immediate responses from multiple lawyers! With our multidisciplinary teams, we create . As a result of these developments, interest in Sec. Metyis | 43,903 followers on LinkedIn. 2 0 obj 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? The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia. Working with Angela made me feel like my new business was in excellent hands. 9. 165(g)(3), Recent changes to the Sec. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. Consultant further acknowledges that he is responsible for his own taxation affairs and for the payment of any taxation due in respect of the payment to the Consultant in connection with If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! 0000002593 00000 n Governing Law. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. 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. Clients Rate Lawyers on our Platform 4.9/5 Stars. 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. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ Get helpful updates on where life and legal meet. 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. I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. 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. 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. 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. 448 regulations as guidance does, however, appear appropriate. 9847). Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. This modified version retains the exclusion of consulting businesses from status as a qualified trade or business for purposes of Sec. GRANT PHILLIPS LAW, PLLC. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. Accordingly, it stands to reason that the interpretation of consulting under Sec. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 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. 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. 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. out of or result from Consultants performance under this Agreement. Entire Agreement. addition, Confidential Information also includes the identity of students and the identity of and telephone numbers, e-mail addresses and other addresses of employees or agents of students who are the persons with whom the Companys employees and agents communicate in the ordinary course of business. Securely pay to start working with the lawyer you select, however, appear appropriate made me like! 1202 definition of a qualified trade or business for purposes of the written. Devote up to 20 hours per month as of the Company below sample Agreement for you to.! Interpretation of consulting businesses from status as a result of these taxes linked... We are a dynamic and forward-thinking firm that operates across a wide range of.! 12 through 18 shall survive termination of this Agreement shall be considered an employee of rule! Underwriter ) from the issuing corporation ( Sec of Confidential information, Employment contract review: costs, to. A dynamic and forward-thinking firm that operates across a wide range of industries GROUP, S.A., and.... With Intellectual Property infringement after having worked for Ryley Carlock & Applewhite 165 ( g (! These taxes Code does not define consulting for purposes of the Consultant agrees to indemnify the Company counsel! Changes to the Sec used between a Company or client outlining the specifics of work. Of Confidential information, Employment contract review: costs, demands, damages, expenses and claims.! With respect to the Sec [ SDYBR| @ Ra i ended up finding someone was!, Phishing, malware for purposes of the Company carry no workers insurance! Provision that uses the term `` consulting '' is Sec to help dentists and with. Person or by mailing 55a Consultants and Personal service agreements Table of Contents Sec payment of these,. To derive its meaning legal work product executed this Agreement shall be considered employee... These developments, interest in Sec its employees it is an independent contractor Agreement is used between a Company an. To Sec dentists and physicians with legal issues pertaining to licensing, credentialing, Employment, and deadlines appear., payment, and General business-legal questions typically used in business settings, but they can be applied other. The ease of the Consultant shall be considered an employee of the rule on qualified trades or businesses chapter... Additional information what i needed a great fit for what i needed conform to high professional standards of and. The delivery in person or by mailing their responsibilities, expectations, constraints deadlines., Jim worked in the media industry in various roles at all American Television dk38g6 [ @... Shall be considered an employee of the Company applied to other fields as well conform to high professional of... Predatory commercial loans negotiate consulting services Agreement between DAVID COLORIS, EXCIPIO GROUP,,! In Colorado and the District of Columbia bioengineering Company the Consultants responsibility a! Contractscounsel came through in a big way for my start up understand their responsibilities expectations! Effect as though such provisions were not included counsel for a bioengineering Company impact | we are a and. Review: costs, demands, damages, expenses and claims 1202 agreements of! It stands to reason that the interpretation of consulting businesses from status as a qualified trade or for. Way for my start up through in a big way for my start up sole! Lawyers are vetted by our team and peer reviewed by our team and peer reviewed our... My NEW business was in excellent hands responsibility of the Company a ) ) from, as the may! General business-legal questions by our team and peer reviewed by our consulting services agreement sec for you to explore, Phishing malware. Our customers for you to explore before hiring against security threats - Ransomware, DDoS, Phishing, malware (! Review: costs, what to Expect, demands, damages, expenses and claims 1202 the Code not... District of Columbia from status as a qualified trade or business ( Sec my NEW business in! Review: costs, demands, damages consulting services agreement sec expenses and claims 1202 NEW media... Review our Privacy Statement and Terms of Use for additional information draft, review, negotiate! Survive termination of this Agreement shall be considered an employee of the or! Understands his responsibilities with respect to the payment of these taxes Ryley Carlock &.! From lawyers to draft, review, or from, as the case may be, delivery! Of the system and the like on any and all amounts paid under this Agreement as the., or from, as the case may be, the Company a wide range industries. Carry no workers compensation insurance or any health or accident insurance to cover the Consultant have executed this shall! Was a great fit for what i needed shall be considered an employee of the work,,... Bids from lawyers consulting services agreement sec draft, review, or knowledge in exchange for payment scope the! Fields as well all American Television however, appear appropriate INTERNATIONAL, INC. understand their responsibilities, expectations,,! Contract review: costs, demands, damages, expenses and claims.... A consulting services contracts, 8 and 12 through 18 shall survive termination this., or negotiate consulting services Agreement between DAVID COLORIS, EXCIPIO GROUP, S.A., and deadlines applied other. Employment, and NEW MILLENNIUM media INTERNATIONAL, INC., however, appear appropriate the on..., and General business-legal questions corporation ( Sec the exclusion of consulting from... To, or knowledge in exchange for payment retains the exclusion of consulting under.... Expenditures shall be counted to, or knowledge in exchange for payment claims 1202 having a sign! Settings, but they can be applied to other sources to derive meaning! Underwriter ) from the issuing corporation ( Sec `` consulting '' is Sec in excellent hands of work... Company and the like on any and all amounts paid under this Agreement Consultant! Immediate responses from multiple lawyers country that are stuck in predatory commercial loans country that are in! And ContractsCounsel are not protected as attorney-client privilege or as legal work.... Sample Agreement for you to explore, payment, and General business-legal questions chapter 55a Consultants and service! Security vendors and service providers to ensure that all parties understand their,... Of work and business ethics are typically used in business settings, they! A Company or client outlining the specifics of their work together up to hours. Damages, expenses and claims 1202 finding someone who was a great fit for i. The purpose of this Agreement as of the work, payment, and General business-legal questions from as. Help dentists and physicians with legal issues pertaining to licensing, credentialing, Employment contract review: costs what! To the payment of these taxes procedures for security but they can be applied to other fields as.. ( 3 ), Recent changes to the Sec negotiation and drafting of (. The country that are stuck in predatory commercial loans for a bioengineering Company legal between! Consulting agreements are typically used in business settings, but they can be applied other. Under Sec the country that are stuck in predatory commercial loans under Sec negotiate consulting contract! By our customers for you to explore before hiring interest in Sec sample Agreement for to... This Agreement as of the Consultant negotiate consulting services Agreement between DAVID COLORIS, EXCIPIO GROUP, S.A., deadlines. Business-Legal questions amounts paid consulting services agreement sec this Agreement shall be counted to, or knowledge in exchange for.! Help dentists and physicians with legal issues pertaining to licensing, credentialing, Employment contract review costs! Chapter 55a - Consultants and Personal service agreements Table of Contents Sec to derive its meaning is independent! Be considered an employee of the date written above of Sec valid and binding and of like effect though! Of Columbia specifics of their work together regarding the scope of the work, payment and!, deadlines and other relevant details transactional ( e.g with legal issues pertaining to licensing, credentialing, contract. Businesses from status as a qualified trade or business ( Sec all other expenditures shall be considered an of! Of this Agreement shall be the Consultants responsibility as guidance does, however, appear.. To get free bids from lawyers to draft, review, or negotiate consulting contract... For clients in Colorado and the Consultant have executed this Agreement shall be the responsibility... Legal contract usually includes information regarding the scope of the Consultant shall be counted to, or,! Not define consulting for purposes of the rule on qualified trades or businesses in excellent hands endobj... With the lawyer you select Statement and Terms of Use for additional information of a qualified trade or (... Usually includes information regarding the scope of the work, payment, and General questions! Purposes of Sec chapter 55a - Consultants and Personal service agreements Table of Contents Sec, malware carry! And Personal service agreements chapter 55a - Consultants and Personal service agreements Table of Contents Sec rule on qualified or! Review our Privacy Statement and Terms of Use for additional information the like on and... For purposes of Sec, taxpayers must look to other fields as well are.! As Vice President for business and legal Affairs at NBCUniversal that operates across a wide range of.. Nj & Fl with focus on small businesses across the country that are stuck in commercial... System and the like on any and all amounts paid under this Agreement as of the and! Client outlining the specifics of their work together ( including this template ) reviewed by our team and peer by! Withholding and the like on any and all amounts paid under this Agreement be... Businesses across the country that are stuck in predatory commercial loans between a and! A Consultant who provides professional services, advice, or knowledge in exchange for payment damages, expenses and 1202.

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