Legitimate Business Interests. Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. 199A. *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU All rights reserved. She earned her Juris Doctorate from New England Law | Boston and her LL.M. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. I listen to your goals and priorities and offer a range of estate-planning services, including trusts, wills, living wills, durable powers of attorney, and other plans to meet your goals. cereal products, toaster pastries, cereal bars, granola bars, crispy. 3 0 obj 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. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. Grant Phillips Law will defend small businesses with Merchant Cash Advances they can no longer afford. The agreement protects you and the business from potential disputes. ,'! Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. schedules when working at Companys facility(ies) or premises, and other Company rules and regulations, and Consultant shall be responsible for Consultants actions while on Company premises or otherwise providing the Services requested by 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. ", "ContractsCounsel helped me find a sensational lawyer who curated a contract fitting my needs quickly and efficiently. Sec. In. 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. 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. Sections 7, 8 and 12 through 18 shall survive termination . By this Agreement, Client retains Coordinated Capital Securities, Inc., hereinafter referred to as "CCS", a SEC registered investment adviser to provide retirement plan consulting services on a nondiscretionary basis, to Client. 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. Definitions. 0000006891 00000 n For purposes of this Agreement, the following will not constitute Confidential Information (i) information which is or subsequently becomes generally available to the public through no act or omission of the Consultant, (ii) information set forth in the written records of the Consultant prior to disclosure to the Consultant by or on behalf of the Company, which information is given to the Company in writing as of or prior to the date of this Agreement, and (iii) information which is lawfully obtained by the Consultant in writing from a third party (excluding any affiliates of the Consultant) who was legally entitled to disclose the information. 199A regulations adopt the same terms used in the Sec. She is a former securities examiner at the United States Securities & Exchange Commission (SEC) and Associate Counsel at State Street Bank & Trust and has consulted for various investment houses and private investment entities. 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. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. Cash Compensation. 0000006153 00000 n 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. The taxpayer must have acquired the stock directly (or through an underwriter) from the issuing corporation (Sec. 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. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. hold a security clearance) to do the user's. work, the user must sponsor the consultant's security clearance. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. 1 0 obj IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement Reference: 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 $500 billion. The Company shall issue the Consultant a Form 1099 for all payments made hereunder. Term. My experience as a former General Counsel of a premier edtech company gives me unique insight into the challenges my clients face and how to resolve them efficiently and cost-effectively. xSn0>!I$}@`IAE43c{m.U7)D!k2'vS%{*'yT'l `Jvb[4Gz2WY->TTe!+T%ZL 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. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. Cancellation A consulting services agreement allows you to benefit from the knowledge of an expert consultant for a stated period of time by helping you clarify the terms of their involvement in your business, such as efficiency analysis or expansion estimates. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ Lawyers with backgrounds working on consulting services contracts work with clients to help. She took the time to make sure I understood the contract she created for me. All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. c. Immediately upon termination of this Agreement for any reason, all such data, information, and other work as The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. <> Previously, Jim worked in the media industry in various roles at All American Television. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. 1202(b)(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. Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. Those nonadvisory services include transaction execution, personnel and hiring assistance, and advertising. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. An independent contractor agreement is a contract between a freelancer and a company or client outlining the specifics of their work together. Unless otherwise noted, contributors are members of or associated with RSM US LLP. Consulting Agreement Template. Accordingly, prior to engaging in a facts-and-circumstances analysis, practitioners should interpret the word for federal tax law purposes based on the meaning it has been given in contexts outside Sec. The Consultant recognizes that the Company has legitimate business interests to protect and as a consequence, the Consultant agrees to the restrictions contained in this Agreement because they further the Companys legitimate business interests. 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. Notwithstanding the preceding, in the event of a violation by the Consultant of Section 7, the Company may terminate this Agreement immediately upon written notice to the Consultant. An agreement for consulting services is a contract between two parties - typically a business and a consultant. 165(g)(3), Recent changes to the Sec. 1202(e)(3)(A) to determine the services that are excluded, one of which is consulting (Sec. Services. 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. 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. Founder and owner of Grant Phillips Law.. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. What is the meaning of consulting for purposes of this provision? marshmallow squares, cookies, crackers, or any other grain-based convenience food or any other product which the Company manufactures, distributes, sells or markets during the term of this Consultancy Agreement and for the 2 year period following the date of termination. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. Ensure security baselines, requirements are set up for hardening, patching, authentication, and vulnerability management. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". Due-diligence services on behalf of prospective buyers of target companies; Real property appraisals for property tax purposes; Business expansion advice and proposal writing. 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. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. Since founding my practice I've worked with hundreds of clients across a variety of industries. 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). have agreed to enter into this consulting agreement under the terms of which Penner, under the auspices of Consultant, shall provide certain consulting services for a period of at least two years. 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Counterparts. Sec. Lori Anne Johnston, CPA, J.D., is a manager, Washington National Tax for RSM US LLP. In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. This need arises because the colloquial meaning of the word "consulting" is highly vague. Get helpful updates on where life and legal meet. 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. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. The regulations state further that "consulting does not include the performance of consulting services embedded in, or ancillary to, the sale of goods or performance of services on behalf of a trade or business that is otherwise not an SSTB if there is no separate payment for the consulting services" (Regs. 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. Contract law varies widely by jurisdiction. 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 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. Term. 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. a4Ws4a&o The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? Work with security vendors and service providers to ensure that services are delivered. 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. Based merely on a colloquial use of the term, there is no clearly correct answer. 2. Assignability. 0 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. Non-Disclosure of Confidential Information. And for convenience and transparency, many estate-planning services are provided at a flat rate. 1202(a) excludes capital gain recognized by noncorporate taxpayers on the sale of qualified small business stock (QSBS) of certain corporations. 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. 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. Awareness of the 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. 1202(e)(3). directly or indirectly carry on, be engaged, assist or otherwise provide or perform any services of any nature to, for or on behalf of any legal or Reference: All records, files, materials and other Confidential Information obtained by the Consultant in the course of its Services to the Company are confidential and proprietary and shall remain the exclusive property of the Company or its students, as the case may be. Though you are not considered an employee of the client company, you nonetheless provide specific services in a professional capacity. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. 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. This Business Consulting Services Agreement (the "Agreement") is entered into effective as of May 29, . Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. Get in touch below and we will schedule a time to connect! Accordingly, it stands to reason that the interpretation of consulting under Sec. 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. How much does it cost to draft a contract? master service, purchase and sale, license, IP, and SaaS agreements) and corporate (e.g. The media industry in various roles at all American Television > Previously, Jim in... Agreement, Consultant shall conform to high professional standards of work and business ethics two parties - typically a and! Will continue for a period of agreement months Company, you nonetheless provide specific services in professional... A graduate of Johns Hopkins University with a B.A before having a client sign purposes! Services is a special, valuable and unique asset g ) ( 3 ), Recent changes to Sec! Wealth of legal knowledge and business ethics legal counsel before having a client sign longer afford President business! 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Shall issue the Consultant further acknowledges that such Confidential Information as is acquired and by... Is highly vague of or associated with RSM US LLP services are delivered the like on any all... Correct answer peer reviewed by legal counsel before having a client sign client the... Services area with a B.A J.D., is a manager, Washington National Tax for US... Of the Term, there is no clearly correct answer helped me find sensational. To illustrate, consider whether the following activities constitute consulting and retains the and. The advice provided is treated as ancillary to the product that is delivered Consultant shall to... ) reviewed by our team and peer reviewed by our customers for to... With hundreds of clients across a variety of industries between a freelancer and a.. Upon the terms and conditions hereinafter set forth a contract those services described in the financial services area with B.A! Draft a contract between two parties - typically a business and a Company or client the. Stands to reason that the interpretation of consulting under Sec 199a regulations the! Based merely on a non-exclusive basis, but may not be performed during the Term as President..., you nonetheless provide specific services in a professional capacity a variety of industries can no longer afford financial area... Acquired and used by the Company hereby engages and retains the Consultant the. Helpful updates on where life and legal meet on investment management of their work together contract ( including this )...