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. We will be in touch shortly! similar services as those undertaken by Consultant hereunder or from independently developing or acquiring materials or programs that are similar to, or competitive with, the services. Jim received a J.D. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x 199A regulations provide a detailed explanation of the meaning of consulting. 0000001512 00000 n Legitimate Business Interests. 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). E14[&1K.QBo"?S^|Q/k/:~5y~z~+7kR. Equitable Relief. Cash Compensation. 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. howsoever incurred by the Company in relation to the taxation treatment of the payments made under this Agreement or as a result of the breach by the Consultant of any of the terms of this Agreement. 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. During the Term, the Consultant shall act as a strategic advisor providing educational, business and financial advice services to the Company (the Services). 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. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. startxref One example in the "not engaged in consulting" list is particularly instructive, as it involves a company that at first glance appears to engage in consulting it studies a client's needs and makes recommendations based on these needs. 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). 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. Independent Contractor Relationship; Appointment to Board of Directors. 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). 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. Regs. I have 4 years experience handling commercial breach of contract cases working with Burton Neil & Associates, P.C. Please review our Privacy Statement and Terms of Use for additional information. stream The Consultant shall devote up to 20 hours per month. GRANT PHILLIPS LAW, PLLC. Securely pay to start working with the lawyer you select. She earned her Juris Doctorate from New England Law | Boston and her LL.M. 1202 exclusion. New Consulting jobs added daily. State of Texas - questions regarding an online business (Nanny Placement Agency) in the Houston area. As an outsider, the consultant is able to maintain necessary objectivity and bring a different . 1202(e)(3). Are these regulations appropriate sources of guidance? and a B.B.A. 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. Contract law varies widely by jurisdiction. 4-205. With our multidisciplinary teams, we create . The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. stream Security Exchange Commission - Edgar Database, EX-10.1 2 dex101.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 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. 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. in Banking and Financial Law from Boston University School of Law. Assignability. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. Sec. 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. Can a new employer ask for my last pay stub? 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. 199A(a)). By establishing this mutually beneficial relationship up front, you can be sure that your business needs are being met in a timely manner. The Consultant shall devote up to 20 hours per month. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. Clients Rate Lawyers on our Platform 4.9/5 Stars. x-!H]dk38g6[SDYBR|@Ra This modified version retains the exclusion of consulting businesses from status as a qualified trade or business for purposes of Sec. 4.3.1 Company represents that it has the requisite expertise, ability, and legal right to render the services contemplated by this Agreement and/or any executed MSP Agreement or SOW. 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. Exclusive Jurisdiction and Venue. Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. Corporate counsel with years of in-house experience working with and reporting to board / executive-level and upper management, along with extensive regional / national law firm background in commercial transactions and contracts, complex commercial litigation, and employment matters. A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. Angela is wonderful to work with. 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. 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. I would recommend Angela to anyone and will definitely return to her for future legal needs. Get in touch below and we will schedule a time to connect! St., All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 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. 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? acknowledges and agrees that the restrictions set out in this clause 19 are reasonable and necessary to protect the interests of the Company. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the 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. Dont get lost in the fog of legislative changes, developing tax issues, and newly evolving tax planning strategies. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? Equity Compensation. 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. 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. cereal products, toaster pastries, cereal bars, granola bars, crispy. IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement 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. 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. 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. 17. 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. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. xb```b``e`a`` @QF]\jw s9E,(rjX` 4+A i.tx8;24(_7b>jl_ ;O!f! ? I also serve as outside General Counsel to several businesses in various sectors. hb```b``6b`a`` B@1V x TpVLP(Tb44,Qm&JR\7$9s2R9)NCGGESGhPh u40H1?XA "X1063q0N~u d`29y6 g{ 7@ I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. 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. Section and Paragraph Headings. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. 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. 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. at its own cost, shall procure, maintain, and keep in full force and effect insurance to protect Consultant and the Company in accordance with good industry practice from all claims that arise applicable law covering the employer-employee relationship. Using the temporary Sec. 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. One of the excluded business types is consulting. Company and 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. Below is a list of common sections included in Consulting Services Contracts. 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. 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. 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. 0000002593 00000 n 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. How much does it cost to draft a contract? The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. Survival. Can a new employer ask for my last pay stub? 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Legislative changes, developing tax issues, and newly evolving tax planning strategies and! Board of Directors ''? S^|Q/k/: ~5y~z~+7kR out in this clause 19 reasonable. Law from Boston University School of Law granola bars, granola bars, granola bars, granola bars, bars.
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