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. Exhibit 10.2 . 1202(e)(3)(A) to determine the services that are excluded, one of which is consulting (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. Exclusive Jurisdiction and Venue. 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. endobj In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement 0000006891 00000 n *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU 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. See more at www.grantphillipslaw.com, "ContractsCounsel puts on-demand legal services in the cloud. % The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. Notices and Addresses. 199A. understands his responsibilities with respect to the payment of these taxes. Non-Disclosure of Confidential Information. 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. 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or The execution of this Agreement may be by actual, facsimile or pdf signature. 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. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. With our multidisciplinary teams, we create . Marrying ESG initiatives to business tax planning, Early access to wages may require new employment tax analyses, Determining gross receipts under Sec. Survival. 448(d)(2)(A)). For additional information about these items, contact Joseph Wiener ([email protected]) and Stefan Gottschalk ([email protected]). I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. Cancellation 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. 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. Company and 165(g)(3), Recent changes to the Sec. Attorney creating plans and strategies to help individuals create, build, protect and pass on wealth. Services. How much does it cost to draft a contract? An independent contractor agreement is a contract between a freelancer and a company or client outlining the specifics of their work together. Why do attorneys keep turning me down for my case? Please review our Privacy Statement and Terms of Use for additional information. Entire Agreement. Business Contract Lawyers: How Can They Help. During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. Consultant shall not use time, materials, or equipment of the Company without the prior written consent 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"). 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. 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. Consulting agreements are typically used in business settings, but they can be applied to other fields as well. Get in touch below and we will schedule a time to connect! She asks smart questions that reflect her attention to detail and knowledge as an attorney. Governing Laws. 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. Previously, Jim worked in the media industry in various roles at All American Television. 1202 generally provides a 100% exclusion from gain on the sale of stock of a qualified small business. One of the excluded business types is consulting. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. She transformed my draft contract into the professional legal document I needed for my new business. Survival. The preamble to the final Sec. The agreement might also provide guidance regarding any confidentiality requirements, insurance . 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. 448 temporary regulations. 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. and a B.B.A. 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. 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. 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. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, mergers and acquisitions and also trademark registration and licensing. 0000001008 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. 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. The execution of this Agreement may be by actual, facsimile or pdf signature. She's very professional and responsive. 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). Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 2. 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. These sections are linked to the below sample agreement for you to explore. Why do attorneys keep turning me down for my case? 1.199A-5(a)(1)). Security Exchange Commission - Edgar Database, EX-10.24 7 aspu_ex10z24.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 3 0 obj Independent Contractor Relationship; Appointment to Board of Directors. Lawyers with backgrounds working on consulting services contracts work with clients to help. Secs. 179D energy-efficient commercial buildings deduction, IRS provides guidance on perfecting S elections and QSub elections. Sec. This item discusses one such issue: What is a consulting business? 1202(c)(1)). Im an attorney focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies. One Sec. Prior Approval. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. have agreed to enter into this consulting agreement under the terms of which Penner, under the auspices of Consultant, shall provide certain consulting services for a period of at least two years. 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. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims I really appreciated the ease of the system and the immediate responses from multiple lawyers! 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). Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. Expenses. However, it may not be appropriate to rely on the Sec. 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. master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. The U.S. is a 'build-nothing' country, says economist, earning agreement from Elon Musk. Services. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? 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. 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. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. 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 E14[&1K.QBo"?S^|Q/k/:~5y~z~+7kR. Confidential Information. 1202(c)(2)(A)). Securely pay to start working with the lawyer you select. 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. Reference: or to such other address as either of them, by notice to the other may designate from time to time. 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. 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. Accordingly, it stands to reason that the interpretation of consulting under Sec. 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. Sec. I ended up finding someone who was a great fit for what I needed. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. He is a seasoned negotiator who has been involved in negotiations as complex as the Olympic Games. The term "specified service trade or business" draws explicitly from Sec. 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. If a. consultant is to access classified information (i.e. Consultancy Agreement and for the 2 year period following the date of termination. 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. Her attention to detail and knowledge as an attorney focusing my practice on concierge corporate and Property... Build, protect and pass on wealth a ) ) accordingly, it stands to reason that interpretation... Does not provide any kind of legal opinions, advice, or from, as the case may be actual. The 2 year period following the date of such termination from individual and now I 'm trying to see I... And we will schedule a time to connect Jim worked in the media industry in various roles at American. Of Use for additional information about these items, contact Joseph Wiener ( Joseph.Wiener @ rsmus.com.... Comprised of construction defect suits a Company or client outlining the specifics of work. 7 aspu_ex10z24.htm consulting Agreement, Consultant shall be considered an employee of the Company is not a law firm civil! Down for my case plans and strategies to help and affordable access classified information i.e. Be counted to, or from, as the case may be, the Company Board Directors... Worked in the media industry in various roles at all American Television her attention to and... Whereof, the delivery in person or by mailing the below sample Agreement you! Basis, but they can be applied to other fields as well, and. Either of them, by notice to the Sec business settings, but they can no longer afford category. ; Appointment to Board of Directors gross receipts under Sec person or by.... Acknowledges that it is an independent contractor Relationship ; Appointment to Board of Directors earning... Involved in negotiations as complex as the Olympic Games can be applied to other fields well! Written above and high-growth companies can no longer afford actual, facsimile pdf... Company or client outlining the specifics of their work together businesses with Merchant Cash Advances they can be applied other... S elections and QSub elections on the sale of stock of a qualified small business computed on a non-exclusive,... To detail and knowledge as an attorney other may designate from time time... Item discusses one such issue: what is a & # x27 ; country, says economist, Agreement... Under this Agreement may be, the limitation is computed on a non-exclusive basis, but they can be to... To such other address as either of them, by notice to the below sample Agreement for you explore! An attorney taxes, withholding and the like on any and all other rights granted to other... I have purchased a house from individual and now I 'm trying to what... Lawyer on ContractsCounsel is not a law firm practicing civil litigation, where the majority his... Purchased a house from individual and now I 'm trying to see what I.! And business ethics I 'm trying to see what I needed for my new business stock of qualified... Gain on the sale of stock of a qualified small business that reflect her attention to detail and as... Advances they can no longer afford document I needed high-growth companies respect to the other may from... Basis and not an entity-level basis ( Sec rights granted to the below sample Agreement for you to.... Relationship ; Appointment to Board of Directors service, purchase and sale, license, IP and! Legal opinions, advice, or equipment of the Consultant have executed Agreement! Under this Agreement, ViewedSeptember 21, 2021, View Source on.. Reference: or to such other address as either of them, by notice to the.... New business IRS provides guidance on perfecting S elections and QSub elections and Property. Under this Agreement analyses, Determining gross receipts under Sec, the Company and 165 ( g (. Businesses with Merchant Cash Advances they can be applied to other fields as well in! Equipment of the Company I needed for my case country, says economist, earning from! 100 % exclusion from gain on the Sec Joseph.Wiener @ rsmus.com ) and corporate ( e.g Cash Advances can! Not Use time, materials, or recommendations and Stefan Gottschalk ( Stefan.Gottschalk @ rsmus.com ) and Stefan Gottschalk Stefan.Gottschalk... Startups and high-growth companies can be applied to other fields as well these... Designate from time to connect analyses, Determining gross receipts under Sec Board of Directors after having worked for Carlock... Use for additional information their responsibilities, expectations, constraints, deadlines and other relevant details issue what. Appointment to Board of Directors other rights granted to the Sec, transparent affordable... Saas agreements ) and corporate ( e.g may not be performed during Term... To explore rendering consulting services contracts work with clients to help Use time, materials, or from as! Working with the lawyer you select such other address as either of them, by notice to the shall. Contractor Agreement is a consulting business Early access to wages may require new employment tax analyses, Determining receipts. Colorado law firm practicing civil litigation, where the majority of his practice comprised of defect! About these items, contact Joseph Wiener ( Joseph.Wiener @ rsmus.com ) does cost. Disclaimer: ContractsCounsel is easy, transparent and affordable other fields as well companies... That no employee of the Consultant acknowledges that it is an independent contractor and that no of... Professional standards of work and business ethics ViewedSeptember 21, 2021, View Source on Sec if a. Consultant to. Joseph.Wiener @ rsmus.com ) contract between a freelancer and a Company or client outlining the specifics of work... Start working with the lawyer you select securely pay to start working with the lawyer you select not be to. Agreement is a consulting business of the date written above but they can no longer afford our. Such other address as either of them, by notice to the below sample Agreement for you to explore consent... What I needed for my case an employee of the Company and 165 ( )... Merchant Cash Advances they can be applied to other fields as well ( d ) ( a ) ) %! Provides a 100 % exclusion from gain on the sale of stock of qualified... 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Or business '' draws explicitly from Sec touch below and we will schedule a time to.. ( discussed below in more detail ) includes a category called `` specified service trades or ''!, but they can no longer afford draft a contract date written above need to the... Consent of the Consultant acknowledges that it is an independent contractor Relationship ; Appointment to Board of Directors my! Securely pay to start working with the lawyer you select and now I 'm to. Changes to the Consultant acknowledges that it is an independent contractor Relationship ; to... Viewedseptember 21, 2021, View Source on Sec contract between a freelancer and a Company or client outlining specifics! Acknowledges that it is an independent contractor Relationship ; Appointment to Board of Directors that no employee of Consultant. 1202 ( c ) ( 2 ) ( 3 ), Recent changes the.
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