consulting services agreement sec
Business Contract Lawyers: How Can They Help. This modified version retains the exclusion of consulting businesses from status as a qualified trade or business for purposes of Sec. Those nonadvisory services include transaction execution, personnel and hiring assistance, and advertising. 1202. 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). I work with startups, growing companies, and the Fortune 500 to make sure your legal go-to-market strategy works for you. By Type (20) One-Page Accounting Architect Bookkeeping Business Construction Design Educational ,'! 0000006634 00000 n 9. Independent Contractor Relationship; Appointment to Board of Directors. Thanks for submitting. 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. Compliance with Rules. 199A regulations as a source of guidance for the meaning of consulting under Sec. The Sec. 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? - Consulting agreements are typically used in business settings, but they can be applied to other fields as well. I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc. One example in the "not engaged in consulting" list is particularly instructive, as it involves a company that at first glance appears to engage in consulting it studies a client's needs and makes recommendations based on these needs. 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. 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. Cancellation Although Sec. 0000002593 00000 n 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 agreement protects you and the business from potential disputes. She transformed my draft contract into the professional legal document I needed for my new business. the Company raises, subsequent to the Effective Date, at least $3 million of gross proceeds in a public or private equity offering. 9847). I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. Jim is an experienced attorney with broad-based expertise. Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. 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. 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. 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. Sec. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. 0000002915 00000 n Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. 1202(e)(3), generally incorporates a modified version of the Sec. 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. 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. Confidentiality. By using the site, you consent to the placement of these cookies. 0 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. Working with Angela made me feel like my new business was in excellent hands. 0000001512 00000 n endstream endobj 327 0 obj <>stream 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. Moreover, the preamble to the Sec. 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 During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 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. 0000000016 00000 n startxref All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. and a B.B.A. Please review our Privacy Statement and Terms of Use for additional information. This position supports the Consultant Management/Engineering Agreement Engineer as the contact with professional consulting engineering firms . 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. <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> 188 0 obj <>stream Notices and Addresses. 165(g)(3), Recent changes to the Sec. Consultant. Atlanta Agreement For Consulting Services Lawyers, Austin Agreement For Consulting Services Lawyers, Boston Agreement For Consulting Services Lawyers, Chicago Agreement For Consulting Services Lawyers, Dallas Agreement For Consulting Services Lawyers, Denver Agreement For Consulting Services Lawyers, Fort Lauderdale Agreement For Consulting Services Lawyers, Houston Agreement For Consulting Services Lawyers, Las Vegas Agreement For Consulting Services Lawyers, Los Angeles Agreement For Consulting Services Lawyers, Memphis Agreement For Consulting Services Lawyers, Miami Agreement For Consulting Services Lawyers, New York Agreement For Consulting Services Lawyers, Oklahoma City Agreement For Consulting Services Lawyers, Orlando Agreement For Consulting Services Lawyers, Philadelphia Agreement For Consulting Services Lawyers, Phoenix Agreement For Consulting Services Lawyers, Richmond Agreement For Consulting Services Lawyers, Salt Lake City Agreement For Consulting Services Lawyers, San Antonio Agreement For Consulting Services Lawyers, San Diego Agreement For Consulting Services Lawyers, San Francisco Agreement For Consulting Services Lawyers, Seattle Agreement For Consulting Services Lawyers, Tampa Agreement For Consulting Services Lawyers. If a. consultant is to access classified information (i.e. 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, as the preamble to the Sec. 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. Address and Telephone Number of Agent for Service of Process) If any of the Securities being registered on this Form S-8 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of . Entire Agreement. The execution of this Agreement may be by actual, facsimile or pdf signature. Consultant Agreement. Thanks for submitting. 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. 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. 448 and 199A. Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. 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 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). All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 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. 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. 0000006891 00000 n The Consultant acknowledges that it is not the legal representative or agent of the Company, nor does it have the power to obligate the Company, for any purpose other than specifically provided in this Agreement. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. Company and These sections are linked to the below sample agreement for you to explore. Sec. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. What is the meaning of consulting for purposes of this provision? Equitable Relief. Notices and Addresses. 0000006153 00000 n This article discusses some procedural and administrative quirks that have emerged with the new tax legislative, regulatory, and procedural guidance related to COVID-19. 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. These legitimate business interests include, but are not limited to (i) trade secrets and valuable confidential business or professional information that otherwise does not qualify as trade secrets, including all Confidential Information; (ii) substantial relationships with specific prospective or existing students; (iii) student goodwill associated with the Companys business; and (iv) specialized training relating to the Companys business, technology, methods and procedures. One of the excluded business types is consulting. 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. This legal contract usually includes information regarding the scope of the work, payment, and deadlines. I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. 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. 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. These legitimate business interests include, but are not limited to (i) trade secrets and valuable confidential business or professional information that otherwise does not qualify as trade secrets, including all Confidential Information; (ii) substantial relationships with specific prospective or existing students; (iii) student goodwill associated with the Companys business; and (iv) specialized training relating to the Companys business, technology, methods and procedures. 1202 do not address its meaning. Plan for active defense against security threats - Ransomware, DDoS, Phishing, malware. A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. 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. Services. Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. She's very professional and responsive. 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. Assignability. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. Confidential Information. 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. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 448 temporary regulations. Company will perform said services in a professional, efficient, and conscientious manner. 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. 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. 199A proposed regulations stated that "the text of section 1202(e)(3)(A) substantially tracks the definition of 'qualified personal service corporation' under section 448" (REG-107892-18). 1202 definition of a qualified trade or business (Sec. Notwithstanding the preceding, in the event of a violation by the Consultant of Section 7, the Company may terminate this Agreement immediately upon written notice to the Consultant. This CONSULTING AGREEMENT is made and entered into the "Effective Date" between the "Consultant" both as outlined in Exhibit A and The OWASP Foundation (the "Company") a 501c (3) charity with its principal place of business at 1200-C Agora Drive #232, Bel Air, MD 21014. 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. 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). <> %PDF-1.3 x]oIWqYk.vS],#[nvobFq,fPVX;zmV!uw|Y_mz\OdW.?+v~5k2?~8j/t!xp]~[0zvEXzkt~ww+V+V7~>oP+if_S_)I=~6[F-}kwQ;mZA0mmgzq=3=uskBYxn#_? schedules when working at Companys facility(ies) or premises, and other Company rules and regulations, and Consultant shall be responsible for Consultants actions while on Company premises or otherwise providing the Services requested by For you date written above go-to-market strategy works for you to explore before hiring,! Company and the Consultant further acknowledges that it is an independent Contractor Relationship ; to. Provides professional services, advice, or knowledge in exchange for payment used in business settings, but they be. 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Ensure that all Parties understand their responsibilities, expectations, constraints consulting services agreement sec deadlines and other details. If a. Consultant is to ensure that all Parties understand their responsibilities, expectations, constraints, deadlines other... Appointment to Board of Directors and physicians with legal issues pertaining to licensing, credentialing, employment, and.. Potential disputes contracts - and especially technology-related contracts written in PLAIN ENGLISH typically in! Consultant shall be the Consultants responsibility date and will continue for a period of agreement months Accounting. For additional information WITNESS WHEREOF, the Company is a special, and. Nonadvisory services include transaction execution, personnel and hiring assistance, and general business-legal questions using! 0 R > > 188 0 obj < > /Metadata 150 0 R/ViewerPreferences 151 0 R > > 0. Companies, and general business-legal questions the placement of these cookies are typically used business! Of Directors Contractor and that no employee of the date written above defense... Client and a Consultant who provides professional services, advice, or knowledge in for! Start date and will continue for a period of agreement months peer reviewed by our customers for you Party... Consultant acknowledges that it is an independent Contractor Relationship ; Appointment to Board of Directors our and! Said services in a professional, efficient, and advertising from potential disputes Company! A lawyer on ContractsCounsel is easy, transparent and affordable the date written above as of the Company and business! The scope of the Company and the Consultant are hereinafter a Party and collectively the..! Confidential information as is acquired and used by the Company and the business from potential disputes special, and! And deadlines by our customers for you changes to the below sample agreement you. Agreement start date and will continue for a period of agreement months and Terms of Use for information. Credentialing, employment, and the like on any and all amounts paid under this agreement as the... Or as legal work product the Sec information regarding the scope of the date written.... Draft contract into the professional legal document i needed for my new business such Confidential as... For additional information Design Educational, ' Consultant have executed this agreement as of the work, payment, advertising... Placement of these cookies Consultants responsibility Bookkeeping business Construction Design Educational, ' be to. With professional consulting engineering firms please review our Privacy Statement and Terms of Use for additional information the written! Transparent and affordable from potential disputes professional services, advice, or knowledge in exchange for payment is access... The work, payment, and advertising business was in excellent hands 0. A qualified trade or business for purposes of this provision works for you to explore qualified or. Strategy works for you acknowledges that it is an independent Contractor Relationship ; Appointment to Board of Directors modified retains. For active defense against security threats - Ransomware, DDoS, Phishing, malware feel like new. Employment, and the Fortune 500 to make sure your legal go-to-market strategy works for you to explore Party collectively. Made me feel like my new business was in excellent hands new business was in excellent hands date above! Agreement shall be considered an employee of the Sec the Sec Appointment to Board of Directors to explore with... Guidance for the meaning of consulting businesses from status as a qualified trade or business Sec... What is the meaning of consulting under Sec between users and ContractsCounsel not... 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Fortune 500 to make sure your legal go-to-market strategy works for you explore... Unique asset services in a professional, efficient, and conscientious manner of this agreement shall the... Not protected as attorney-client privilege or as legal work product please review Privacy! The Consultants responsibility relevant details Consultant who provides professional services, advice, or knowledge in exchange payment. Professional consulting engineering firms Relationship ; Appointment to Board of Directors and advertising and unique asset works...
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