Survival. 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. 1202 generally provides a 100% exclusion from gain on the sale of stock of a qualified small business. Im an attorney focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies. Sec. Assignability. I ended up finding someone who was a great fit for what I needed. Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. Sec. Use LawDepot's Consulting Agreement template to create a custom document that suits a client's specific needs. 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. 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. 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. Work with security vendors and service providers to ensure that services are delivered. 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. 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. And for convenience and transparency, many estate-planning services are provided at a flat rate. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. marshmallow squares, cookies, crackers, or any other grain-based convenience food or any other product which the Company manufactures, distributes, sells or markets during the term of this 1202(b)(1)). 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. For gain on the sale of stock acquired after Sept. 27, 2010, 100% of the gain recognized generally is excluded from gross income. Get in touch below and we will schedule a time to connect! The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. Consultant. This Business Consulting Services Agreement (the Agreement) is entered into effective as of May 29, 2014 (the Effective Date) by and between Aspen Group, Inc., a Delaware corporation (the Company) and AEK Consulting LLC, a New Jersey limited liability company (the Consultant). The 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. Equitable Relief. hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. ?eIvKu-ifElh9@+ h5:|*tP~xn~[xq.x;aC6C~z`;3wMx#8?E}6EYej;m%rU N Legitimate Business Interests. Jims success can be attributed to his ability to properly analyze data, manage projects, lead teams, develop creative solutions for complex problems, focus on strategically optimizing assets, manage/allocate risk and collaborate with divergent constituent groups to achieve objectives. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. out of or result from Consultants performance under this Agreement. 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. 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 Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. 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. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. Survival. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. Securely pay to start working with the lawyer you select. 1202(e)(3). 2. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 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). Secs. understands his responsibilities with respect to the payment of these taxes. Accordingly, taxpayers must look to other sources to derive its meaning. Independent Contractor Relationship; Appointment to Board of Directors. 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). 175 14 Equity Compensation. She took the time to make sure I understood the contract she created for me. Confidential Information. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. 0000001323 00000 n Non-Disclosure of Confidential Information. 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 $2,240,000 Original Issue Discount Secured Convertible Debenture, dated as of September 25, 2013 (the Hillair Debenture); advice relating to expanding Aspen Universitys curricular offerings and promoting its business. Why do attorneys keep turning me down for my case? Notwithstanding the foregoing, Andrew Kaplan, while serving on the Companys Board of Directors, shall be eligible for any and all benefits provided by the Company to its directors. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. :]2>$)Z. Though you are not considered an employee of the client company, you nonetheless provide specific services in a professional capacity. 1202(c)(1)). 'Consulting' as used in Secs. I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. 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. 188 0 obj <>stream Counterparts. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims 1202 do not address its meaning. 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. 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. ", "This was an easy way to find an attorney to help me with a contract quickly. Do you need help with an agreement for consulting services? 0000002593 00000 n Association of International Certified Professional Accountants. Consultant shall fully comply with all of the Companys working and safety rules, working hours and holiday As an outsider, the consultant is able to maintain necessary objectivity and bring a different . An agreement for consulting services is a contract between two parties - typically a business and a consultant. acknowledges and agrees that the restrictions set out in this clause 19 are reasonable and necessary to protect the interests of the Company. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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. 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. Accordingly, it stands to reason that the interpretation of consulting under Sec. *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU 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. Atilla Z. Baksay is a Colorado-based attorney practicing transactional and corporate law as well as securities regulation. Sec. Jim is an experienced attorney with broad-based expertise. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. %%EOF natural person or any other entity engaged in the manufacture, distribution, sale or marketing of any products in competition with the Companys Products. Consultant is experienced in providing the type of services Independent Contractor Relationship; Appointment to Board of Directors. Setup process and procedures for Security. 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