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. 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). Cash Compensation. - Consulting agreements are typically used in business settings, but they can be applied to other fields as well. The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims We will be in touch shortly! Clients Rate Lawyers on our Platform 4.9/5 Stars. 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. %%EOF 1202(g)(1)(B)). NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. Requirements include that the stock must be held by the taxpayer for more than five years. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. The agreement protects you and the business from potential disputes. 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. Non-Disclosure of Confidential Information. GENERAL CONSULTING AND SERVICES AGREEMENT . ", "I would recommend Contracts Counsel if you require legal work. Sec. 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. Additional Documents. He is a seasoned negotiator who has been involved in negotiations as complex as the Olympic Games. 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. 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. 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. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. Services. %%EOF The Company shall issue the Consultant a Form 1099 for all payments made hereunder. The Consultant The firm specializes in representing business owners with Merchant Cash Advances or Factoring Arrangments they can no longer afford. endstream endobj 327 0 obj <>stream 199A(d)(2)(A)). 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 Entire Agreement. Each of the Company and the Consultant are hereinafter a Party and collectively the Parties.. Today, Atilla's practice spans all corporate matters for clients in Colorado and the District of Columbia. Survival. Consultant will render services and advice to Company on the Projects ("Projects") on Attachment A, which may be modified from time to time as agreed upon by the parties. Legitimate Business Interests. 0000001323 00000 n Security Exchange Commission - Edgar Database, EX-10.24 7 aspu_ex10z24.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. The agreement also defines what will happen if one party breaches the contract or if there's a conflict between the parties during the engagement. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 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. I also serve as outside General Counsel to several businesses in various sectors. 199A(d)(2)(A)). Secs. out of or result from Consultants performance under this Agreement. 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. Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. endstream endobj 176 0 obj <>/Metadata 17 0 R/PieceInfo<>>>/Pages 16 0 R/PageLayout/OneColumn/OCProperties<>/OCGs[177 0 R]>>/StructTreeRoot 19 0 R/Type/Catalog/LastModified(D:20110707141218)/PageLabels 14 0 R>> endobj 177 0 obj <. 354 0 obj <>stream 1202 generally provides a 100% exclusion from gain on the sale of stock of a qualified small business. The temporary regulations provide 10 examples that illustrate what does and does not constitute "the provision of advice and counsel." Expenses. This need arises because the colloquial meaning of the word "consulting" is highly vague. endobj Confidential Information. 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. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. 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. 4-205. Consultant further acknowledges that he is responsible for his own taxation affairs and for the payment of any taxation due in respect of the payment to the Consultant in connection with 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 Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. applicable law covering the employer-employee relationship. This modified version retains the exclusion of consulting businesses from status as a qualified trade or business for purposes of Sec. 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). 0000006891 00000 n For gain on the sale of stock acquired after Sept. 27, 2010, 100% of the gain recognized generally is excluded from gross income. 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 legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. 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. 1202(e)(3)). stream Leverage your professional network, and get hired. Exclusive Jurisdiction and Venue. IT Security Analyst in Seattle, WA! Can a new employer ask for my last pay stub? 199A regulations as a source of guidance for the meaning of consulting under Sec. She's very professional and responsive. Securely pay to start working with the lawyer you select. Company will perform said services in a professional, efficient, and conscientious manner. Survival. I am currently General Counsel for a bioengineering company. employment policies, separation agreements, employment/independent contractor/consultant agreements, NDAs, brokerage relationship Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> 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. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. Confidentiality. startxref I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! 9847). The Consultant shall devote up to 20 hours per month. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. One Sec. and a B.B.A. For gain on the sale of stock acquired on or before Sept. 27, 2010, and after Aug. 10, 1993, a lower percentage generally is excluded (either 75% or 50%, depending on the date of acquisition). 175 0 obj <> endobj 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. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. 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. Based merely on a colloquial use of the term, there is no clearly correct answer. A consulting agreement is a document that outlines what you, working as an independent contractor, can help a client business achieve. The Consultant shall not copy any Confidential Information except to the extent necessary to perform its Services hereunder nor remove any Confidential Information or copies thereof from the Companys premises except to the extent necessary to provide its Services and then only with the authorization of an officer of the Company. 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. 1 0 obj Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. 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. Ms. Carrington is a graduate of Johns Hopkins University with a B.A. 1.199A-5(b)(2)(vii)). Complete our 4-step process to provide info on what you need done. 179D energy-efficient commercial buildings deduction, IRS provides guidance on perfecting S elections and QSub elections. 1. 0000001747 00000 n 448 temporary regulations as a source of guidance. These sections are linked to the below sample agreement for you to explore. 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. 0000001512 00000 n Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. 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. 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