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. hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. 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 . 1202(c)(2)(A)). The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. 2. 1202(g)(1)(B)). Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. xref
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. 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. St., 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. Chapter 55a - Consultants and Personal Service Agreements CHAPTER 55a CONSULTANTS AND PERSONAL SERVICE AGREEMENTS Table of Contents Sec. Sec. <>/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>>
All other expenditures shall be the sole responsibility of the Consultant. Exhibit 10.2 . 8 Global IT Security Consulting Services Market Forecast (2023-2029) . 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. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. Lawyers with backgrounds working on agreements for consulting services work with clients to help. Accordingly, prior to engaging in a facts-and-circumstances analysis, practitioners should interpret the word for federal tax law purposes based on the meaning it has been given in contexts outside Sec. 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. 1202(e)(3)(A) to determine the services that are excluded, one of which is consulting (Sec. 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. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Services. 4.3 Method of Performing Services. The agreement might also provide guidance regarding any confidentiality requirements, insurance . 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). Practicing and licensed in NY, NJ & Fl with focus on small businesses across the country that are stuck in predatory commercial loans. The Company shall carry no workers compensation insurance or any health or accident insurance to cover the Consultant or its employees. This need arises because the colloquial meaning of the word "consulting" is highly vague. 448 state that "consulting means the provision of advice and counsel." 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. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? (?/_IKH$AH%BjE. in Banking and Financial Law from Boston University School of Law. 0000000576 00000 n
Term. Services. - xSn0>!I$}@`IAE43c{m.U7)D!k2'vS%{*'yT'l `Jvb[4Gz2WY->TTe!+T%ZL as of the day first 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. 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. a4Ws4a&o This item discusses one such issue: What is a consulting business? A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. The Consultant shall not copy any Confidential Information except to the extent necessary to perform its Services hereunder nor remove any Confidential Information or copies thereof from the Companys premises except to the extent necessary to provide its Services and then only with the authorization of an officer of the Company. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. The SSTB category, by a cross-reference to Sec. 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 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. 0000006891 00000 n
This site uses cookies to store information on your computer. 1202(b)(1)). During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). 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. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA
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199A regulations provide a detailed explanation of the meaning of consulting. Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. 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. 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. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 448 and 199A. %
Notices and Addresses. c. Immediately upon termination of this Agreement for any reason, all such data, information, and other work as Consultant is experienced in providing the type of services As an outsider, the consultant is able to maintain necessary objectivity and bring a different . 323 0 obj
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For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or omission of the Consultant, (ii) information set forth in the written records of the Consultant prior to disclosure to the Consultant by or on behalf of the Company, which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Consultant in writing from a third party (excluding any affiliates of the Consultant) who was legally entitled to disclose the information. Leverage your professional network, and get hired. 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. 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. 1202 does not define the term, and authorities under Sec. 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. 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. Clients Rate Lawyers on our Platform 4.9/5 Stars. IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. 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. 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. An agreement for consulting services is a contract between two parties - typically a business and a consultant. 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. Read ourprivacy policyto learn more. Complete our 4-step process to provide info on what you need done. 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. Are these regulations appropriate sources of guidance? 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. 1 0 obj
The temporary regulations provide 10 examples that illustrate what does and does not constitute "the provision of advice and counsel." 0`@j.5:R^gb/fuP#YJdl>09y('^O;N6?=yfE~_`2Gyut(=G
(VUH83|xWcwqDEEic+1ota}^RnQ;UoG(HC}G$"+HbshL},|#{(8Zw$ 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. ", "I would recommend Contracts Counsel if you require legal work. Confidentiality. Non-Disclosure of Confidential Information. 0000000016 00000 n
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. 3 0 obj
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 . Consultant shall fully comply with all of the Companys working and safety rules, working hours and holiday 0
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. As a result of these developments, interest in Sec. She transformed my draft contract into the professional legal document I needed for my new business. Although Sec. 1202(e)(3)). 1202 generally provides a 100% exclusion from gain on the sale of stock of a qualified small business. Sec. (Agreement) is made by and between Timothy P Mobsby (Consultant) and Kellogg International (Kellogg, together with its affiliates and subsidiaries, Company). Consultancy Agreement and for the 2 year period following the date of termination. 4-206 to 4-209. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. Previously, Jim worked in the media industry in various roles at All American Television. 199A regulations as a source of guidance for the meaning of consulting under Sec. 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. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. We will be in touch shortly! 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. However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. 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. Receive flat-fee bids from lawyers in our marketplace to compare. The execution of this Agreement may be by actual, facsimile or pdf signature. Securely pay to start working with the lawyer you select. Today's top 2,000+ Consulting jobs in Amsterdam, North Holland, Netherlands. Why do attorneys keep turning me down for my case? 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. 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. 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. GENERAL CONSULTING AND SERVICES AGREEMENT . This Consulting Agreement Ms. Carrington is a graduate of Johns Hopkins University with a B.A. Sec. endstream
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A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 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. 4 0 obj
Exclusive Jurisdiction and Venue. The Code does not define consulting for purposes of the rule on qualified trades or businesses . xbba`b``30
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. One Sec. Jim is an experienced attorney with broad-based expertise. Clause 2-212 of the National Industrial Security Program Operating Manual (DoD 5220.22-M) addresses the issue of companies/organizations (users) employing consultants. Regarding consulting specifically, some guidance or analytical principle is necessary to delineate the parameters of the term prior to applying that delineation to the facts and circumstances of a particular case. Non-Disclosure of Confidential Information, Employment Contract Review: Costs, What To Expect. A consulting Agreement is used between a client and a Consultant who provides professional services, advice, or,! The Agreement might also provide guidance regarding any confidentiality requirements, insurance might... 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