Security Exchange Commission - Edgar Database, EX-10.24 7 aspu_ex10z24.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. Sec. trailer
Business Contract Lawyers: How Can They Help. Mar 1, 2023 . :~
_~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c 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. and a B.B.A. This item discusses one such issue: What is a consulting business? 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. Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. The execution of this Agreement may be by actual, facsimile or pdf signature. 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? We will be in touch shortly! Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. Plan for active defense against security threats - Ransomware, DDoS, Phishing, malware. 0000000576 00000 n
The temporary regulations provide 10 examples that illustrate what does and does not constitute "the provision of advice and counsel." Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. 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. Another provision that uses the term "consulting" is Sec. 199A regulations adopt the same terms used in the Sec. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner of broadcast television stations. The division of this Agreement into Articles and Sections and the headings of any Articles or Sections are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. 2 0 obj However, because the client orders the equipment through the company and pays the company based on the number of orders made, the temporary regulations held that the company is not "engaged in consulting" (Temp. 199A regulations as a source of guidance for the meaning of consulting under Sec. Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. Below is a list of common sections included in Consulting Services Contracts. 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. Can a new employer ask for my last pay stub? endobj
During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). 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 relationships between business users and the independent lawyers featured on this website will be governed by the individual engagement letters provided by each lawyer. I am currently General Counsel for a bioengineering company. 0000002837 00000 n
448 state that "consulting means the provision of advice and counsel." 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. These sections are linked to the below sample agreement for you to explore. The Law Office of David Watson, LLC provides comprehensive and individualized estate-planning services for all stages and phases of life. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. Receive flat-fee bids from lawyers in our marketplace to compare. 1.199A-5(b)(2)(vii)). Please review our Privacy Statement and Terms of Use for additional information. %PDF-1.4
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Investment Consulting Services Agreement Page - 4 of 4 16. 1202, as the preamble to the Sec. 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. xbba`b``30
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. That Consultant will only disclose Confidential Information to employees, agents or Subcontractors of Consultant who have a. need to know such information in order to carry out Consultants responsibilities hereunder, and only then to those who have been advised that such information is confidential and 9. << /Length 1 0 R /Filter /FlateDecode >> The SSTB category, by a cross-reference to Sec. 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. Services. 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. 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. 1. GENERAL CONSULTING AND SERVICES AGREEMENT . 1202. Moreover, the preamble to the Sec. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. 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. 0000006634 00000 n
Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or Partners for impact | We are a dynamic and forward-thinking firm that operates across a wide range of industries. 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. 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. policies, and office policy memoranda), and digital policies (e.g. Equitable Relief. Lawyers with backgrounds working on consulting services contracts work with clients to help. The Company shall issue the Consultant a Form 1099 for all payments made hereunder. Prior Approval. Requirements include that the stock must be held by the taxpayer for more than five years. v. June 2019. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. 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. 1.448-1T(e)(4)(iv)(A)). 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. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate consulting services contracts. 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. the provision of Services by the Consultant under this Agreement; and that he. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. Consultant shall fully comply with all of the Companys working and safety rules, working hours and holiday 1 0 obj
x-!H]dk38g6[SDYBR|@Ra 1202(e)(3), would refer to the provision of advice and counsel that do not complement other services provided. The term "specified service trade or business" draws explicitly from Sec. The Company shall issue the Consultant a Form 1099 for all payments made hereunder. Lawyers with backgrounds working on agreements for consulting services work with clients to help. 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. 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. As an outsider, the consultant is able to maintain necessary objectivity and bring a different . stream
The taxpayer must have acquired the stock directly (or through an underwriter) from the issuing corporation (Sec. 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. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. 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. The firm specializes in representing business owners with Merchant Cash Advances or Factoring Arrangments they can no longer afford. 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. 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. The temporary regulations state further that consulting "does not include the performance of services other than advice and counsel, such as sales or brokerage services, or economically similar services," and "the determination shall be based on all the facts and circumstances of that person's business" including "the manner in which the taxpayer is compensated for the services provided (e.g., whether the compensation for the services is contingent upon the consummation of the transaction that the services were intended to effect)" (Temp. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. In. 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. These legal documents are important for making sure you have a successful engagement with a consultant you may hire. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. 448 proposed regulations "advice and counsel." IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. Lori Anne Johnston, CPA, J.D., is a manager, Washington National Tax for RSM US LLP. Are these regulations appropriate sources of guidance? 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. Notices and Addresses. 1202(c)(2)(A)). The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. Governing Law. Consultant. %
I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! Though you are not considered an employee of the client company, you nonetheless provide specific services in a professional capacity. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. %PDF-1.7
A consultant is usually an expert in their field with vast experience and extensive knowledge. Definitions. ", "I would recommend Contracts Counsel if you require legal work. 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. Sec. The Consultant shall devote up to 20 hours per month. 4-205. 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. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 5{ SSq\; ~:vUut2Zw6vlcMXKD;kzzGEO|'ZU14IPx~{ {A$l(>&;dIth~6R*#\w.^c%B43` e
b. Cornell shall at all times have access to review the ongoing work of Consultant for purposes of inspecting the same and determining that the Services are being performed in accordance with the terms of this Agreement. Survival. Reference: 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"). ,'! She transformed my draft contract into the professional legal document I needed for my new business. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. 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. 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. This site uses cookies to store information on your computer. 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. A number of issues arise in determining whether, and to what extent, corporate stock qualifies for the Sec. 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. |+k3GT0WJkV+/(`%:&i'+eVEM61m^WFawi{1z#W~W|~bujs^9x:LW|o_kAY+%PN[zpsGEoSX1~#
~A/ AGREEMENT FOR CONSULTING SERVICES AGREEMENT ("Agreement") made on this _____ day of _____, 20__ by and between Hudson Valley Community College ("HVCC"), 80 Vandenburgh Avenue, Troy, New York . 1.199A-5(a)(1)). stream 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. What is the meaning of consulting for purposes of this provision? The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. . 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. Confidentiality. By establishing this mutually beneficial relationship up front, you can be sure that your business needs are being met in a timely manner. 448. 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. startxref
Non-Disclosure of Confidential Information, Employment Contract Review: Costs, What To Expect. 17. Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. Regs. Exhibit 10.2 . Consultant has the right to refuse to accept any new Projects proposed by Company. Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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 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. 1202(g)(1)(B)). 9847; see also Regs. 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. 199A(d)(2)(A)). Im an attorney focusing my practice on concierge corporate and intellectual property law for startups and high-growth companies. Whether you have been sued, a UCC lien filed against your receivables or your bank account is levied or frozen, we have your back. Consultant Agreement. 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. 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. 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. I am a partner at Freeman Lovell PLLC, where I lead commercial contracts practice group. For gain on the sale of stock acquired after Sept. 27, 2010, 100% of the gain recognized generally is excluded from gross income. By Type (20) One-Page Accounting Architect Bookkeeping Business Construction Design Educational Counterparts. 1202(b)(1)). Since founding my practice I've worked with hundreds of clients across a variety of industries. 4.3 Method of Performing Services. 1202(e)(3), generally incorporates a modified version of the Sec. hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. Services. 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. 0
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. Equity Compensation. 0000002915 00000 n
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