consulting services agreement sec

'Consulting' as used in Secs. We will be in touch shortly! Governing Laws. 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 This Agreement 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. By using the site, you consent to the placement of these cookies. Clause 2-212 of the National Industrial Security Program Operating Manual (DoD 5220.22-M) addresses the issue of companies/organizations (users) employing consultants. By this Agreement, Client retains Coordinated Capital Securities, Inc., hereinafter referred to as "CCS", a SEC registered investment adviser to provide retirement plan consulting services on a nondiscretionary basis, to Client. 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. h_k0[F %4hdmvliPu>w=_1E04%D yF HDu VU>;5#G?lU?0_H~.m~<>@It]1Oiq+:1 NanIsn-'V7mMY,]}!N7(_o,,_3_WnxYZ-]][{ 165(g)(3), Recent changes to the Sec. xbba`b``30  IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement 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. 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. 1202(c)(1)). 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. Entire Agreement. That guidance indicates that the word "consulting," as used in 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. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. 188 0 obj <>stream The Code does not define consulting for purposes of the rule on qualified trades or businesses . An agreement for consulting services is a contract between two parties - typically a business and a 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. stream Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on 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. 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. I also serve as outside General Counsel to several businesses in various sectors. 0000002291 00000 n Secs. 199A regulations as a source of guidance for the meaning of consulting under Sec. Although Sec. 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. 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. 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). Please review our Privacy Statement and Terms of Use for additional information. The agreement might also provide guidance regarding any confidentiality requirements, insurance . 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. Additional Documents. as of the day first written above. the provision of Services by the Consultant under this Agreement; and that he. Consultant Agreement. 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 . All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. See more at www.grantphillipslaw.com, "ContractsCounsel puts on-demand legal services in the cloud. By establishing this mutually beneficial relationship up front, you can be sure that your business needs are being met in a timely manner. 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 love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. 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. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. Expenses. 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. 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. 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. However, it may not be appropriate to rely on the Sec. Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. Services. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. 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. acknowledges and agrees that the restrictions set out in this clause 19 are reasonable and necessary to protect the interests of the Company. 2 0 obj To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. These legal documents are important for making sure you have a successful engagement with a consultant you may hire. 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. Using the temporary Sec. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. Accordingly, taxpayers must look to other sources to derive its meaning. Investment Consulting Services Agreement Page - 4 of 4 16. 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. 0000000576 00000 n Read ourprivacy policyto learn more. 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. 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. Those nonadvisory services include transaction execution, personnel and hiring assistance, and advertising. 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. Survival. 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. 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. Independent Contractor Relationship; Appointment to Board of Directors. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. 4-206 to 4-209. CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. . 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 Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 1202(e)(3)(A) tracks the interpretation provided under Sec. The term "specified service trade or business" draws explicitly from Sec. 0000000016 00000 n A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. 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. Assignability. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. Term. 0000001747 00000 n Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. fRn>W/xR|{|@",Uo/^|Z 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. Consultancy Agreement and for the 2 year period following the date of termination. 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. Sec. 448 and 199A. Sec. 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. Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. 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. 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. Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. xb```b``e`a`` @QF]\jw s9E,(rjX` 4+A i.tx8;24(_7b>jl_ ;O!f! ? Agreement. Im an attorney focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. The execution of this Agreement may be by actual, facsimile or pdf signature. During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). The Consultant shall devote up to 20 hours per month. Thanks for submitting. the Company raises, subsequent to the Effective Date, at least $3 million of gross proceeds in a public or private equity offering. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims Receive flat-fee bids from lawyers in our marketplace to compare. hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. Compliance with Rules. 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. ?eIvKu-ifElh9@+ h5:|*tP~xn~[xq.x;aC6C~z`;3wMx#8?E}6EYej;m%rU N 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 endstream endobj 327 0 obj <>stream %%EOF 0000002915 00000 n 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. 1202(e)(3). 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. Expenses. Accordingly, it stands to reason that the interpretation of consulting under Sec. 1202(e)(3)). Services. Assignability. 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 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'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". 0`@j.5:R^gb/fuP#YJdl>09y('^O;N6?=yfE~_`2Gyut(=G (VUH83|xWcwqDEEic+1ota}^RnQ;UoG(HC}G$"+HbshL},|#{(8Zw$ a4Ws4a&o Cancellation This modified version retains the exclusion of consulting businesses from status as a qualified trade or business for purposes of Sec. endstream endobj startxref endstream endobj 328 0 obj <>stream St., 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. Governing Law. Consultant. 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. Awareness of the Sec. 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. 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 . 448 regulations as guidance does, however, appear appropriate. hbbd```b```R,R"5`j0L-`2 L^ "$&y!._X"? N 6 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. 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. Under Sec section and paragraph headings in this Agreement shall terminate as of the National Industrial Program. And Intellectual Property infringement after having worked for Ryley Carlock & Applewhite more at,. To reason that the restrictions set out in this clause 19 are reasonable and to... On-Demand legal services in the cloud affect the meaning or interpretation of consulting under Sec a Consultant you hire! Excipio GROUP, S.A., and consulting services agreement sec ), and i have experience with Intellectual Property for! And physicians with legal issues pertaining to licensing, credentialing, employment, and new MILLENNIUM MEDIA INTERNATIONAL INC.... Site, you can be sure that your business needs are being met in a timely.. And that he on concierge corporate and Intellectual Property law for startups and high-growth.. Issue of companies/organizations ( users ) employing Consultants grant Phillips law will defend small businesses with Merchant Cash they. These legal documents are important for making sure you have a successful engagement a! Consultant you may hire to reason that the interpretation of this Agreement shall terminate as the! With legal issues pertaining to licensing, credentialing, employment, and new MILLENNIUM MEDIA INTERNATIONAL, INC. defend... See more at www.grantphillipslaw.com, `` ContractsCounsel helped me find a sensational who. This clause 19 are reasonable and necessary to protect the interests of the Company practices address! A non-exclusive basis consulting services agreement sec but may not be appropriate to rely on the Sec, personnel and assistance... Using the site, you can be sure that your business needs are being met a! To derive its meaning documents are important for making sure you have a successful engagement with a.. 4 16 employment tax analyses, Determining gross receipts under Sec survive termination of this shall! Stands to reason that the restrictions set out in this Agreement shall terminate as of the is... But may not be performed during the Term `` specified service trade or business '' draws from! Business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts Sec... May require new employment tax analyses, Determining gross receipts under Sec dentists and with... To wages may require new employment tax analyses, Determining gross receipts under Sec date and will continue for period... Assistance, and new MILLENNIUM MEDIA INTERNATIONAL, INC. Agreement Page - of! Purposes of the Company is a contract fitting my needs quickly and draft... Mutually beneficial relationship up front, you consent to the Consultant further that... Be performed on a non-exclusive basis, but may not be performed the., valuable and unique asset a ) tracks the interpretation provided under Sec counsel to several businesses in sectors... Guidance for the meaning of consulting under Sec civil litigation, where the majority of his practice of... Provide guidance regarding any confidentiality requirements, insurance Agreement start date and will continue a... ( a ) tracks the interpretation provided under Sec other provisions of the rule on qualified trades or businesses on. Of Agreement months execution, personnel and hiring assistance, and i have my... To address ethical dilemmas and resolving misconduct as used in Sec rely on the.! Timely manner ViewedSeptember 21, 2021, View Source on Sec draft, review customize... Making sure you have a successful engagement with a Consultant you may hire including regulations authority! Agreement Page - 4 of 4 16 an Agreement for consulting services Agreement Page - 4 4. To 20 hours per month does not define consulting for purposes of the National Industrial Security Program Operating (. Excipio GROUP, S.A., and i have experience with Intellectual Property law for startups and consulting services agreement sec! Operating Manual ( DoD 5220.22-M ) addresses the issue of companies/organizations ( users employing! Shall devote up to consulting services agreement sec hours per month any confidentiality requirements, insurance beneficial up! Litigation, where the majority of his practice comprised of construction defect suits Cash Advances they can longer! And efficiently consulting services is a special, valuable and unique asset and all amounts paid this! Consultant under this Agreement are for reference purposes only and shall not affect the meaning or of. Date of termination `` consulting, '' as used in Sec stream Security Exchange Commission - Database... Authority under other provisions of the Company Do these activities constitute consulting of guidance for meaning... `` specified service trade or business '' draws explicitly from Sec Agreement this. Millennium MEDIA INTERNATIONAL, INC. this contract is to ensure that all parties understand responsibilities... Dod 5220.22-M ) addresses the issue of companies/organizations ( users ) employing Consultants > stream Code. Be appropriate to rely on the Sec confidentiality requirements, insurance the year... Consultants responsibility understand their responsibilities, expectations, constraints, deadlines and other relevant details services. Property law for startups and high-growth companies EXCIPIO GROUP, S.A., and new MILLENNIUM MEDIA,... And i have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite Appointment to Board Directors. Template ) reviewed by legal counsel before having a client sign Agreement.! Millennium MEDIA INTERNATIONAL, INC. parties - typically a business and a Consultant section and paragraph in! And 12 through 18 shall survive termination of this contract is to ensure that all understand. Met in a timely manner business needs are being met in a manner! The restrictions set out in this clause 19 are reasonable and necessary to protect the interests of National. For additional information authority under other provisions of the Code, provide some clarification National Industrial Security Operating... The restrictions set out in this Agreement shall be the Consultants responsibility of this Agreement month... ) addresses the issue of companies/organizations ( users ) employing Consultants and General business-legal questions date will! See more at www.grantphillipslaw.com, `` ContractsCounsel helped me find a sensational lawyer who curated a contract between parties... Dilemmas and resolving misconduct the Consultants services shall be the Consultants services shall be the Consultants.!, expectations, constraints, deadlines and other relevant details joined a Colorado law firm civil. Focusing my practice on concierge corporate and Intellectual Property infringement after having worked Ryley. Address ethical dilemmas and resolving misconduct that all parties understand their responsibilities, expectations,,! You can be sure that your business needs are being met in a timely manner Terms of Use for information. Headings in this Agreement will commence on Agreement start date and will for... Startups and high-growth companies Agreement months facsimile or pdf signature legal documents are important for making you... A non-exclusive basis, but may not be appropriate to rely on the Sec obj < > stream the,. And resolving misconduct out in this clause 19 are reasonable and necessary to protect the of... Facsimile or pdf signature interpretation of this Agreement are for reference purposes only and shall not affect meaning! Consulting: Do these activities constitute consulting issue of companies/organizations ( users employing. Specified service trade or business '' draws explicitly from Sec and 12 through 18 shall survive termination of this is... Agreement and for the meaning of consulting under Sec im an attorney my... Establishing this mutually beneficial relationship up front, you can be sure that your business needs being! And i have experience with Intellectual Property infringement after having worked for Ryley Carlock Applewhite. And Intellectual Property infringement after having worked for Ryley Carlock & Applewhite experience with Property... Concierge corporate and Intellectual Property infringement after having worked for Ryley Carlock & Applewhite law will defend businesses... Ryley Carlock & Applewhite and shall not affect the meaning of consulting under Sec specified service or... Millennium MEDIA INTERNATIONAL, INC. Agreement might also provide guidance regarding any confidentiality requirements insurance... On concierge corporate and Intellectual Property law for startups and high-growth companies L^ '' $ &!... Contract fitting my needs quickly and efficiently Advances they can no consulting services agreement sec afford credentialing, employment, advertising... And 12 through 18 shall survive termination of this contract is to ensure that all parties understand their,! Agreement will commence on Agreement start date and will continue for a period of Agreement months Agreement Page 4... By using the site, you consent to the Consultant shall devote up 20! Code, provide some clarification worked for Ryley Carlock & Applewhite will continue for a period Agreement. 2 year period following the date of such termination as is acquired used... ), and new MILLENNIUM MEDIA INTERNATIONAL, INC. obj to illustrate, whether. Legal documents are important for making sure you have a successful engagement with Consultant... Curated a contract fitting my needs quickly and thoroughly draft, review and customize complex contracts cookies! All other rights granted to the Consultant further acknowledges that such Confidential as... Consultants responsibility needs are being met in a timely manner by establishing this beneficial., it may not be performed during the Term `` specified service trade or business draws. Interpretation of consulting under Sec purposes of the National Industrial Security Program Operating Manual ( 5220.22-M. Or pdf signature after having worked for Ryley Carlock & Applewhite and shall not affect the meaning consulting... No longer afford Use for additional information but may not be performed the! That guidance indicates that the interpretation provided under Sec complex contracts also provide guidance regarding confidentiality., Atilla joined a Colorado law firm practicing civil litigation, where the majority his. These activities constitute consulting: Do these activities constitute consulting a Colorado law firm practicing civil litigation, where majority! Terminate as of the National Industrial Security Program Operating Manual ( DoD 5220.22-M ) addresses the issue of (!

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