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. endstream endobj 187 0 obj <>/Size 175/Type/XRef>>stream In. Mar 1, 2023 . 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. 188 0 obj <>stream acknowledges and agrees that the restrictions set out in this clause 19 are reasonable and necessary to protect the interests of the Company. ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. 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 . 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. By using the site, you consent to the placement of these cookies. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. However, it may not be appropriate to rely on the Sec. 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. 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). and a B.B.A. However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. Equity Compensation. 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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). Setup process and procedures for Security. And for convenience and transparency, many estate-planning services are provided at a flat rate. 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. All rights reserved. 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. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. ,'! Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. This article discusses the history of the deduction of business meal expenses and the new rules under the TCJA and the regulations and provides a framework for documenting and substantiating the deduction. 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. *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU 1202(e)(3)(A) tracks the interpretation provided under Sec. Some are essential to make our site work; others help us improve the user experience. 199A regulations provide a detailed explanation of the meaning of consulting. These sections are linked to the below sample agreement for you to explore. Equitable Relief. Services. All records, files, materials and other Confidential Information obtained by the Consultant in the course of its Services to the Company are confidential and proprietary and shall remain the exclusive property of the Company or its students, as the case may be. 341 0 obj <>/Filter/FlateDecode/ID[<9CDEF72EF4370145B19341F405E4A0A3>]/Index[323 32]/Info 322 0 R/Length 91/Prev 401856/Root 324 0 R/Size 355/Type/XRef/W[1 3 1]>>stream 165(g)(3), Recent changes to the Sec. In the event of a material default under this Agreement by either party, the other party may terminate this Agreement if such default is not cured within 10 days following delivery of written notice specifying and detailing the default complained of and demanding its cure. This Agreement constitutes the entire agreement between the Parties and supersedes all prior oral and written agreements between the Parties hereto with respect to the subject matter hereof. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. The Consultant shall not, except in connection with and as required by its performance of the Services under this Agreement, for any reason use for his own benefit or the benefit of any person or entity with which he may be associated or disclose any such Confidential Information to any person, firm, corporation, association or other entity for any reason or purpose whatsoever without the prior written consent of an officer of the Company. :]2>$)Z. 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 I really appreciated the ease of the system and the immediate responses from multiple lawyers! Section and Paragraph Headings. 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. 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. The SSTB category, by a cross-reference to Sec. Association of International Certified Professional Accountants. Get in touch below and we will schedule a time to connect! applicable law covering the employer-employee relationship. or to such other address as either of them, by notice to the other may designate from time to time. understands his responsibilities with respect to the payment of these taxes. 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. In. %PDF-1.7 1202 exclusion. 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. Term. 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. Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. Afterwards, Atilla joined a Colorado law firm practicing civil litigation, where the majority of his practice comprised of construction defect suits. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. This position supports the Consultant Management/Engineering Agreement Engineer as the contact with professional consulting engineering firms . % An agreement for consulting services is a contract between two parties - typically a business and a consultant. 1202 gain exclusion has been increasing, and the 21% federal corporate tax rate that went into effect for 2018 and following has made organizing a business as a C corporation more beneficial than it has been in decades. 'Consulting' as used in Secs. Independent Contractor Relationship; Appointment to Board of Directors. Chapter 55a - Consultants and Personal Service Agreements CHAPTER 55a CONSULTANTS AND PERSONAL SERVICE AGREEMENTS Table of Contents Sec. 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. Awareness of the Sec. 175 0 obj <> endobj The amount of gain a taxpayer is eligible to exclude is subject to a limitation, generally, the greater of: (1) $10 million for all of the taxpayer's QSBS issued by the corporation; or (2) 10 times the aggregate adjusted bases of the corporation's QSBS disposed of by the taxpayer in the tax year (Sec. 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. Based merely on a colloquial use of the term, there is no clearly correct answer. Additional Documents. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. St., 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. 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. from the University of Notre Dame. Secs. 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. 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. Complete our 4-step process to provide info on what you need done. An independent contractor agreement is a contract between a freelancer and a company or client outlining the specifics of their work together. We recommend that you have any contract (including this template) reviewed by legal counsel before having a client sign. 448. 1202(b)(1)). y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x One of the excluded business types is consulting. 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. Prior Approval. Company will perform said services in a professional, efficient, and conscientious manner. Confidentiality. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. Sec. Independent Contractor Relationship; Appointment to Board of Directors. The Consultant 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. 1202 has increased. Can a new employer ask for my last pay stub? 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). Parties - typically a business and a Company or client outlining the specifics of their together. Practicing civil litigation, where the majority of his practice comprised of construction defect...., by a cross-reference to Sec including regulations and authority under other provisions of the Company and the Consultant agreement... 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