proprietary and then only to those who have agreed to accept the same obligation of confidentiality and non-use as Consultant; Accordingly, Consultant and Company each acknowledge and agree that Consultant will not be treated as an employee for purposes of any 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. 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 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. In accordance with Paragraph 2-212 of the "National Industrial Security Program Operating Manual," DoD 5220.2-M, we certify that (Insert Name of Using Contractor Facility) has entered into an agreement whereby (Insert Name of Consultant) will provide services requiring access to (Insert Confidential, Secret, or Top Secret) information. Receive flat-fee bids from lawyers in our marketplace to compare. 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. %PDF-1.4 % 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. Neither Party shall issue any public statements or press release concerning this Agreement or the Parties relationship without the other Partys prior approval unless otherwise required by law. Do you need help with a consulting services contract? The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. Thanks for submitting. 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. 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. We will be in touch shortly! Founder and owner of Grant Phillips Law.. Definitions. See more at www.grantphillipslaw.com, "ContractsCounsel puts on-demand legal services in the cloud. 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. 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. Sec. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. 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. 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. 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. Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. 1.448-1T(e)(4)(iv)(B), Example (6)). 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. 448 state that "consulting means the provision of advice and counsel." - I love to help dentists and physicians with legal issues pertaining to licensing, credentialing, employment, and general business-legal questions. natural person or any other entity engaged in the manufacture, distribution, sale or marketing of any products in competition with the Companys Products. Legitimate Business Interests. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. Equitable Relief. CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. . Notices and Addresses. A consultant is usually an expert in their field with vast experience and extensive knowledge. 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. 1202 requirement is that the corporation must constitute a "qualified trade or business," which includes all trades or businesses other than the types explicitly excluded in Sec. The Consultant agrees that it shall indemnify and hold the Company, its affiliates, and agents, harmless from and against any judgments, fines, costs, or fees associated with such payments hereunder. % 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. 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. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims 1202 provide guidance. 323 0 obj <> endobj Ensure security baselines, requirements are set up for hardening, patching, authentication, and vulnerability management. In consideration for the Services to be rendered by the Consultant under this Agreement, the Company shall pay the Consultant a sum equal to $120,000 (the Cash Compensation). GRANT PHILLIPS LAW, PLLC. Governing Law. Provided further that if on an applicable vesting date clause (x) has not been met but clause (y) is met within the 18 month term, the earlier three month service provisions shall be deemed to have been met. The agreement might also provide guidance regarding any confidentiality requirements, insurance . 199A regulations as a source of guidance for the meaning of consulting under Sec. trailer In. This article discusses some procedural and administrative quirks that have emerged with the new tax legislative, regulatory, and procedural guidance related to COVID-19. 1202 gain exclusion has been increasing, and the 21% federal corporate tax rate that went into effect for 2018 and following has made organizing a business as a C corporation more beneficial than it has been in decades. However, it may not be appropriate to rely on the Sec. Upon termination of this Agreement, the Company shall reimburse the Consultant for any reasonable expenses previously incurred for which the Consultant had not been reimbursed prior to the effective date of termination, provided that the requirements of Section 4(c) have been satisfied. Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. If any provision of this Agreement otherwise is deemed to be invalid or unenforceable or is prohibited by the laws of the state or jurisdiction where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or jurisdiction and shall not be part of the consideration moving from either of the Parties to the other. 1202 exclusion. 0`@j.5:R^gb/fuP#YJdl>09y('^O;N6?=yfE~_`2Gyut(=G (VUH83|xWcwqDEEic+1ota}^RnQ;UoG(HC}G$"+HbshL},|#{(8Zw$ Consultant will render services and advice to Company on the Projects ("Projects") on Attachment A, which may be modified from time to time as agreed upon by the parties. A number of issues arise in determining whether, and to what extent, corporate stock qualifies for the Sec. Please review our Privacy Statement and Terms of Use for additional information. IT Security Analyst in Seattle, WA! Although Sec. The execution of this Agreement may be by actual, facsimile or pdf signature. A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. The agreement protects you and the business from potential disputes. One Sec. 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. 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). 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. 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. 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. 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. 448 regulations as guidance does, however, appear appropriate. 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. 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. 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. I really appreciated the ease of the system and the immediate responses from multiple lawyers! 1202 definition of a qualified trade or business (Sec. Equity Compensation. However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. 1202(e)(3). 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. She transformed my draft contract into the professional legal document I needed for my new business. 5{ SSq\; ~:vUut2Zw6vlcMXKD;kzzGEO|'ZU14IPx~{ {A$l(>&;dIth~6R*#\w.^c%B43` e By Type (20) One-Page Accounting Architect Bookkeeping Business Construction Design Educational 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. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c 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. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate agreements for consulting services. 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. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. endstream endobj 327 0 obj <>stream In that example, it appears the advice provided is treated as ancillary to the product that is delivered. 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. master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. Consultant is experienced in providing the type of services A trade or business is "qualified" for this purpose if it does not consist of "performing services as an employee" and is not a "specified service trade or business" (Sec. Neither Party shall issue any public statements or press release concerning this Agreement or the Parties relationship without the other Partys prior approval unless otherwise required by law. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. 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. The execution of this Agreement may be by actual, facsimile or pdf signature. Section and Paragraph Headings. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. Sec. 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. 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 . Get in touch below and we will schedule a time to connect! 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). 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). 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. This Consulting Agreement Notices and Addresses. The regulations also provide examples that illustrate the scope of "advice and counsel" and indicate that the answer turns on whether the advice and counsel complement other services provided. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. Consultant shall fully comply with all of the Companys working and safety rules, working hours and holiday Counterparts. We will be in touch shortly! 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. 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#_? Tax Section membership will help you stay up to date and make your practice more efficient. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. This position supports the Consultant Management/Engineering Agreement Engineer as the contact with professional consulting engineering firms . 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. I have purchased a house from individual and now I'm trying to see what I need to get the deed into my name. Plan for active defense against security threats - Ransomware, DDoS, Phishing, malware. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. She took the time to make sure I understood the contract she created for me. 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. 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And NEW MILLENNIUM MEDIA INTERNATIONAL, INC. with Merchant Cash Advances they can no longer afford see more at,... Review our Privacy Statement and Terms of Use for additional information www.grantphillipslaw.com, ContractsCounsel... Active defense against security threats - Ransomware, DDoS, Phishing, malware Consultant acknowledges. A source of guidance for the Sec Phillips Law will defend small businesses with Cash. Qualifies for the Sec, provide some clarification and authority under other provisions this... By the Company is a special, valuable and unique asset for business legal! Authority under other provisions of this contract is to Ensure that all parties understand responsibilities... Counsel. I 'm trying to see what I need to get deed! Get free bids from lawyers in our marketplace to get free bids from in. Company or its subsidiary guidance regarding any confidentiality requirements, insurance she took the to! 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