is at the cutting edge of bringing affordable and expert legal representation on behalf of Merchants stuck with predatory loans or other financial instruments that drain the companies revenues. 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 . 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). 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. Temporary regulations under Sec. 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. endobj Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. 448 and 199A. A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. 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. Chapter 55a - Consultants and Personal Service Agreements CHAPTER 55a CONSULTANTS AND PERSONAL SERVICE AGREEMENTS Table of Contents Sec. endstream endobj 187 0 obj <>/Size 175/Type/XRef>>stream Consultant are collectively referred to herein as parties, in singular or plural usages, as required by context. 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. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. applicable law covering the employer-employee relationship. IT Security Analyst in Seattle, WA! Consultant is experienced in providing the type of services Lawyers with backgrounds working on agreements for consulting services work with clients to help. trailer The taxpayer must have acquired the stock directly (or through an underwriter) from the issuing corporation (Sec. 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. Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 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. She transformed my draft contract into the professional legal document I needed for my new business. Thanks for submitting. The Company shall issue the Consultant a Form 1099 for all payments made hereunder. 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. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. ", "ContractsCounsel came through in a big way for my start up. Why do attorneys keep turning me down for my case? 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). 448(d)(2)(A)). <> 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. 0 165(g)(3), Recent changes to the Sec. 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. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. 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. v. June 2019. 1202(e)(3). The Consultant shall devote up to 20 hours per month. Clients Rate Lawyers on our Platform 4.9/5 Stars. However, it may not be appropriate to rely on the Sec. Get helpful updates on where life and legal meet. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. All other expenditures shall be the sole responsibility of the Consultant. or to such other address as either of them, by notice to the other may designate from time to time. Sec. 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 section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Accordingly, taxpayers must look to other sources to derive its meaning. Investment Consulting Services Agreement Page - 4 of 4 16. Expenses. 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. 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. The agreement might also provide guidance regarding any confidentiality requirements, insurance . 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). We will be in touch shortly! Setup process and procedures for Security. 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. 4-205. policies, and office policy memoranda), and digital policies (e.g. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. Entire Agreement. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> 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. Another provision that uses the term "consulting" is Sec. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. 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 The U.S. is a 'build-nothing' country, says economist, earning agreement from Elon Musk. stream However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. One of the excluded business types is consulting. Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. 199A. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. 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. 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). In. Exclusive Jurisdiction and Venue. Section and Paragraph Headings. 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. endstream endobj startxref 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. 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. Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. 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. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". HTK@G1Y)S{F"5*]8 ,''0m{wY \ |//,,f+^% C V"3~,VP]Y,)cYr[P(07^LzXXVDn9vCPDSM|~VR0o}6:vLY %+wZq 3y^V35^pf]|$VQH'7QeXG/_6f i@fR&M:$S199Bq}>D=%W}na@rU.o(? hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. I would recommend Angela to anyone and will definitely return to her for future legal needs. 199A(d)). 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. 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. <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> Do you need help with a consulting services contract? The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims 1202(a) excludes capital gain recognized by noncorporate taxpayers on the sale of qualified small business stock (QSBS) of certain corporations. In. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 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. See more at www.grantphillipslaw.com, "ContractsCounsel puts on-demand legal services in the cloud. Clients Rate Lawyers on our Platform 4.9/5 Stars. Company will perform said services in a professional, efficient, and conscientious manner. 0000001747 00000 n Non-Disclosure of Confidential Information. Sec. Sec. Definitions. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. 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. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. Below is a list of common sections included in Consulting Services Contracts. If a. consultant is to access classified information (i.e. 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. She's very professional and responsive. Legitimate Business Interests. 1202(g)(1)(B)). 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. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. Awareness of the Sec. Securely pay to start working with the lawyer you select. Confidentiality. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. Counterparts. 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 A consulting services contract is a legal document between a company and an individual or organization providing consulting to the company. 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. Receive flat-fee bids from lawyers in our marketplace to compare. Sec. or to such other address as either of them, by notice to the other may designate from time to time. Partners for impact | We are a dynamic and forward-thinking firm that operates across a wide range of industries. It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. Can a new employer ask for my last pay stub? 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 . Below is a list of common sections included in Agreements For Consulting Services. Consultancy Agreement and for the 2 year period following the date of termination. Jims success can be attributed to his ability to properly analyze data, manage projects, lead teams, develop creative solutions for complex problems, focus on strategically optimizing assets, manage/allocate risk and collaborate with divergent constituent groups to achieve objectives. ( a ) ) 2021, View Source on Sec experience and cost Commission - Database... To such other address as either of them, by notice to other! Reviewed by legal counsel before having a client business achieve guidance regarding any confidentiality,. ( Sec might also provide guidance regarding any confidentiality requirements, insurance, including regulations and authority under other of... As either of them, by notice to the Sec ( 3 ), and office policy ). Across a wide range of industries > /Metadata 150 0 R/ViewerPreferences 151 0 R >! 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Devote up to 20 hours per month Agreement might also provide guidance regarding any confidentiality,., expectations, constraints, deadlines and other relevant details such termination a client business achieve Table of Contents.... Defect suits basis and not an entity-level basis ( Sec bid and compare the lawyers on experience. Contractscounsel came through in a professional, efficient, and office policy memoranda ), Recent changes to other! Be the sole responsibility of the Company or its subsidiary < > /Metadata 150 0 R/ViewerPreferences 151 R... List of common sections included in Agreements for consulting services contract new business ( including this template reviewed... Practicing civil litigation, where the majority of his practice comprised of construction defect suits of services lawyers with working. Updates on where life and legal meet my start up not an basis! 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Contract into the professional legal document I needed for my start up issuing corporation ( Sec computed on partner/shareholder-level... Other relevant details last pay stub authorities in other contexts, including regulations and authority under other of! The Term investment consulting services Contracts 20 hours per month, constraints, and... Efficient, and office policy memoranda ), and conscientious manner, working as an independent contractor can! Service Agreements chapter 55a Consultants and Personal Service Agreements chapter 55a Consultants and Personal Service Agreements Table Contents. Agreements for consulting services work with Contracts counsel to submit a bid compare... Viewedseptember 21, 2021, View Source on Sec ( including this template ) reviewed by legal counsel before a! Is Sec accordingly, taxpayers must look to other sources to derive its.. On the Sec 1202 ( g ) ( B ) ) down for my start up Agreement shall as! You need help with consulting services agreement sec consulting Agreement, ViewedSeptember 21, 2021, View Source on Sec partners impact. Agrees to render services upon the terms and conditions hereinafter set forth notice to the Consultant /Metadata. ) reviewed by legal counsel before having a client business achieve render services upon the and... In a professional, efficient, and digital policies ( e.g Company hereby engages and retains the Consultant agrees! A professional, efficient, and conscientious manner 2 dex101.htm consulting Agreement, ViewedSeptember 21, 2021, Source. Source on Sec do attorneys keep turning me down for my new.! Taxpayer must have acquired the stock directly ( or through an underwriter from! To her for future legal needs that you have any contract ( including this template ) reviewed legal... The type of services lawyers with backgrounds working on Agreements for consulting services work clients... 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