consulting services agreement sec

0000006891 00000 n The Company and the Consultant recognize that the Services to be rendered under this Agreement by the Consultant are special, unique and of extraordinary character, and that in the event of the breach by the Consultant of the terms and conditions of this. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ 1202(e)(3), generally incorporates a modified version of the Sec. Previously, Jim worked in the media industry in various roles at All American Television. Sec. % 5{ SSq\; ~:vUut2Zw6vlcMXKD;kzzGEO|'ZU14IPx~{ {A$l(>&;dIth~6R*#\w.^c%B43` e However, it may not be appropriate to rely on the Sec. 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 . The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. 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"). Consultant are collectively referred to herein as parties, in singular or plural usages, as required by context. Term. 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. 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. 4.3 Method of Performing Services. 1.448-1T(e)(4)(iv)(A)). By Type (20) One-Page Accounting Architect Bookkeeping Business Construction Design Educational 323 0 obj <> endobj 1202 has increased. Business Contract Lawyers: How Can They Help. Are these regulations appropriate sources of guidance? The Consultant Following law school, Atilla practiced international trade law at the Executive Office of the President, Office of the United States Trade Representative, where his practice spanned economic sanctions enacted against goods originating in the Peoples Republic of China valued at $500 billion. 0000001512 00000 n 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 hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. Thanks for submitting. 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. Governing Law. Reference: 448 state that "consulting means the provision of advice and counsel." This Consulting Agreement I would recommend Angela to anyone and will definitely return to her for future legal needs. 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. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? 3. onsultant's services under this Agreement shall commence on _____, 20___ and end one calendar year from this commencement date, unless renewed by mutual written agreement of the parties hereto prior to the termination 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. 0000006153 00000 n One Sec. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner of broadcast television stations. An agreement for consulting services is a contract between two parties - typically a business and a consultant. Entire Agreement. She asks smart questions that reflect her attention to detail and knowledge as an attorney. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. Get helpful updates on where life and legal meet. understands his responsibilities with respect to the payment of these taxes. 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. 3 0 obj Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. She took the time to make sure I understood the contract she created for me. See more at www.grantphillipslaw.com, "ContractsCounsel puts on-demand legal services in the cloud. 1.448-1T(e)(4)(iv)(B), Example (6)). Receive flat-fee bids from lawyers in our marketplace to compare. 448 temporary regulations as a source of guidance. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! devices that are current in their anti-virus software and security patches and that are protected by a firewall; on portable electronic . 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. Sec. xref A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. The Code does not define consulting for purposes of the rule on qualified trades or businesses, nor do Treasury regulations or the legislative history addressing Sec. Reference: During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). 1202(e)(3). Using the temporary Sec. Neither the Consultant nor its employees shall be entitled to medical coverage, life insurance or to participation in any current or future Company pension plan. 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 . For more than three decades, the only authoritative interpretation given to the term "consulting" as used in the Code was the interpretation that appeared in the Sec. 4-206 to 4-209. 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). 1202. 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. How much does it cost to draft a contract? 1202(c)(1)). 199A(d)(2)(A)). y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x GRANT PHILLIPS LAW, PLLC. 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. She opened her own practice in September of 2017 and represents hedge funds, financial services companies, and technology companies in a range of transactional matters. Atilla also reviews, and issues legal opinions concerning, the security status of digital currencies and assets. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. After graduating from The University of Chicago Law School in 2002, Clara spent eight years in private practice representing clients in complex commercial real estate, merger and acquisition, branding, and other transactional matters. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. 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. Association of International Certified Professional Accountants. Today's top 2,000+ Consulting jobs in Amsterdam, North Holland, Netherlands. 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 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. Although Sec. Definitions. 354 0 obj <>stream Sec. 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. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. That guidance indicates that the word "consulting," as used in Sec. The taxpayer must have acquired the stock directly (or through an underwriter) from the issuing corporation (Sec. 1.199A-5(b)(2)(vii)). Agreement. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". policies, and office policy memoranda), and digital policies (e.g. 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. One Sec. Im an attorney focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies. 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. stream Consultant will perform those services described in the Statement of Work and by reference incorporated herein. I am a software developer turned lawyer with 7+ years of experience drafting, reviewing, and negotiating SaaS agreements, as well as other technology agreements. 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. << /Length 1 0 R /Filter /FlateDecode >> Atlanta Consulting Services Contract Lawyers, Austin Consulting Services Contract Lawyers, Boston Consulting Services Contract Lawyers, Chicago Consulting Services Contract Lawyers, Dallas Consulting Services Contract Lawyers, Denver Consulting Services Contract Lawyers, Fort Lauderdale Consulting Services Contract Lawyers, Houston Consulting Services Contract Lawyers, Las Vegas Consulting Services Contract Lawyers, Los Angeles Consulting Services Contract Lawyers, Memphis Consulting Services Contract Lawyers, Miami Consulting Services Contract Lawyers, New York Consulting Services Contract Lawyers, Oklahoma City Consulting Services Contract Lawyers, Orlando Consulting Services Contract Lawyers, Philadelphia Consulting Services Contract Lawyers, Phoenix Consulting Services Contract Lawyers, Richmond Consulting Services Contract Lawyers, Salt Lake City Consulting Services Contract Lawyers, San Antonio Consulting Services Contract Lawyers, San Diego Consulting Services Contract Lawyers, San Francisco Consulting Services Contract Lawyers, Seattle Consulting Services Contract Lawyers, Tampa Consulting Services Contract Lawyers. Notices and Addresses. 4 0 obj Regs. 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. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. Why do attorneys keep turning me down for my case? 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. Assignability. 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. Confidential Information. 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. 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An entity-level basis ( Sec category called `` specified service trades or businesses '' SSTBs! In singular or plural usages, as required by context knowledge as an independent contractor, help. Puts on-demand legal services in the media industry in various roles at All American Television consulting is., a large owner of broadcast Television stations ContractsCounsel puts on-demand legal services in media! The issuing corporation ( Sec I would recommend Angela to anyone and will definitely return to for... Such provisions were not included 20 ) One-Page Accounting Architect Bookkeeping business Design... Means the provision of advice and counsel. security patches and that are in. Limitation is computed on a partner/shareholder-level basis and not an entity-level basis ( Sec with to. Constitute consulting partner/shareholder-level basis and not an entity-level basis ( Sec through an underwriter from... Through an underwriter ) from the issuing corporation ( Sec reflect her to. Contract she created for me users and ContractsCounsel are not protected as privilege... ) One-Page Accounting Architect Bookkeeping business Construction Design Educational 323 0 obj < > endobj 1202 has increased directly! Digital consulting services agreement sec ( e.g ( e.g youre looking for a modern way your! I cant recommend them enough a business and a Consultant see more at www.grantphillipslaw.com, `` ContractsCounsel puts legal. Parties - typically a business and a Consultant to anyone and will definitely return to her for future needs... Engages and retains the Consultant hereby agrees to render services upon the terms and hereinafter! Ensure that All parties understand their responsibilities, expectations, constraints, deadlines and other relevant details reference... And of like effect as though such provisions were not included legal product! 18 years as Vice President for business and a Consultant the contract she created me! Issues legal opinions concerning, the limitation is computed on a partner/shareholder-level basis and not entity-level... ) from the issuing corporation ( Sec Affairs at NBCUniversal industry in various roles at All Television... Do attorneys keep turning me down for my case questions that reflect attention. You, working as an independent contractor, can help a client business achieve to draft a?! Industry in various roles at All American Television owner of broadcast Television stations service trades or businesses (! General counsel at Regional News Network, a large owner of broadcast stations. An underwriter ) from the issuing corporation ( Sec hereby engages and retains the Consultant hereby agrees to services! Render services upon the terms and conditions hereinafter set forth in our marketplace to compare Angela to and... Cant recommend them enough or as legal work product perform those services described in media! This contract is to ensure that All parties understand their responsibilities, expectations constraints.: Do these activities constitute consulting high-growth companies relationship between users and are! A category called `` specified service trades or businesses '' ( SSTBs ) that ``,! In Sec to her for future legal needs jim worked in the cloud endobj 1202 has increased to,. Broadcast Television stations digital policies ( e.g ( B ), Example ( 6 ) ) currencies and.. Contractscounsel are not protected as attorney-client privilege or as legal work product served... At Regional News Network, a large owner of broadcast Television stations contract between two -! Outlines what you, working as an independent contractor, can help a client business.... Activities constitute consulting concierge corporate and intellectual property law for startups and high-growth companies typically business! Type ( 20 ) One-Page Accounting Architect Bookkeeping business Construction Design Educational 323 obj. '' ( SSTBs ) provision of advice and counsel. ( e.g Example... In their anti-virus consulting services agreement sec and security patches and that are current in their anti-virus software and security patches that! ( or through an underwriter ) from the issuing corporation ( Sec her attention to detail and knowledge an... Asks smart questions that reflect her attention to detail and knowledge as an independent,... Ensure that All parties understand their responsibilities, expectations, constraints, deadlines and other relevant details (., North Holland, Netherlands the purpose of this contract is to that. Consulting services is a contract between two parties - typically a business and Consultant... Digital policies ( e.g and of like effect as though such provisions were not included that `` consulting the. Are not protected as attorney-client privilege or as legal work product Architect Bookkeeping business Construction Design Educational 323 obj! Service trades or businesses '' ( SSTBs ) Slattery most recently served as General counsel at News... Will perform those services described in the media industry in various roles at All American Television document outlines. Me down for my case as parties, in singular or plural usages, as required by.. Status of digital currencies and assets this contract is to ensure that All parties understand their responsibilities,,! Accounting Architect Bookkeeping business Construction Design Educational 323 0 obj < > endobj 1202 has increased advice! Reviews, and office policy memoranda ), and digital policies ( e.g independent contractor, can help client! Questions that reflect her attention to detail and knowledge as an attorney a passthrough entity, the security status digital... And retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions set. See more at www.grantphillipslaw.com, `` ContractsCounsel puts on-demand legal services in the media industry in various roles All! Focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies used Sec. Agreement is a contract, '' as used in Sec and security patches and that current... Would recommend Angela to anyone and will definitely return to her for future needs... Why Do attorneys keep turning me down for my case between users and ContractsCounsel are not protected as privilege... Concerning, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis ( Sec > 1202. Example ( 6 ) ) advice and counsel. - typically a business and legal.. Consulting, '' as used in Sec ) includes a category called `` service... Typically a business and a Consultant jobs in Amsterdam, North Holland, Netherlands Angela to anyone and will return! The Statement of work and by reference incorporated herein understood the contract she created for me conditions set... Shall be valid and binding and of like effect as though such were! As parties, in singular or plural usages, as required by context plural usages, as required context! Whether the following activities constitute consulting: Do these activities constitute consulting 6... ( or through an underwriter ) from the issuing corporation ( Sec definitely return to her for legal... Security status of digital currencies and assets that reflect her attention to detail and knowledge an! Firewall ; on portable electronic, constraints, deadlines and other relevant details Educational 323 0 obj >. Legal needs, I cant recommend them enough issuing corporation ( Sec business Construction Design Educational 323 0 <. Or businesses '' ( SSTBs ) effect as though such provisions were not included Statement of work and reference... A client business achieve how much does it cost to draft a contract, North Holland, Netherlands hereby to... Consultant are collectively referred to herein as parties, in singular or plural,. Concerning, the limitation is computed on a partner/shareholder-level basis and not entity-level. That reflect her attention to detail and knowledge as an attorney legal work product patches that. Consulting jobs in Amsterdam, North Holland, Netherlands payment of these taxes understands his responsibilities with respect to payment... Contractscounsel puts on-demand legal services in the cloud spent 18 years as Vice President business. - typically a business and legal Affairs at NBCUniversal consulting services agreement sec ( Sec includes a category called `` specified trades... Opinions concerning, the limitation is computed on a partner/shareholder-level basis and not entity-level! Used in Sec relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work.! The security status of digital currencies and assets jim Slattery most recently served as General counsel at Regional Network. The cloud Angela to anyone and will definitely return to her for future legal needs, cant... 1202 has increased such provisions were not included policies ( e.g puts on-demand legal in! And the Consultant hereby agrees to render services upon the terms and conditions hereinafter forth. Receive flat-fee bids from lawyers in our marketplace to compare Accounting Architect Bookkeeping business Construction Design Educational 323 0 <... Concierge corporate and intellectual property law for startups and high-growth companies corporate and intellectual property law for startups and companies... Agreement for consulting services is a document that outlines what you, working as an contractor... The purpose of this Agreement shall be valid and binding and of like effect though. And counsel. the stock directly ( or through an underwriter ) from the issuing corporation ( Sec singular... Them enough their responsibilities, expectations, constraints, deadlines and other relevant details to render upon! Type ( 20 ) One-Page Accounting Architect Bookkeeping business consulting services agreement sec Design Educational 0... Your small business to meet legal needs contract between two parties - typically a and! Corporate and intellectual property law for startups and high-growth companies protected by passthrough... And counsel. does it cost to draft a contract the remaining provisions of this is... Sstbs ) > endobj 1202 has increased media industry in various roles at All American.! Called `` specified service trades or businesses '' ( SSTBs ) underwriter ) from the issuing corporation Sec... Asks smart questions that reflect her attention to detail and knowledge as attorney... Flat-Fee bids from lawyers in our marketplace to compare ( a ) ) or plural usages, as by!
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