Provided, however, that in lieu of the quarterly vesting, all RSUs shall vest earlier if the threshold in Section 4(b)(iii) is met. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. 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. Survival. Why do attorneys keep turning me down for my case? 1202(e)(3). Consultant are collectively referred to herein as parties, in singular or plural usages, as required by context. 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. I also serve as outside General Counsel to several businesses in various sectors. The execution of this Agreement may be by actual, facsimile or pdf signature. startxref Get helpful updates on where life and legal meet. 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. Any action brought by either party against the other concerning the transactions contemplated by or arising under this Agreement shall be brought only in the state or federal courts of New York and venue shall be in New York County or the Southern District of New York. 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. Their platform put me in touch with the right lawyers for my industry and the team was as responsive as humanly possible during the whole process. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. One Sec. 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 St., Some are essential to make our site work; others help us improve the user experience. 0 After graduating from The University of Chicago Law School in 2002, Clara spent eight years in private practice representing clients in complex commercial real estate, merger and acquisition, branding, and other transactional matters. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. 354 0 obj <>stream Sections 7, 8 and 12 through 18 shall survive termination of this Agreement. Independent Contractor Relationship; Appointment to Board of Directors. A Consulting Agreement is a written contract that outlines the terms and conditions of a professional service. 199A proposed regulations stated that "the text of section 1202(e)(3)(A) substantially tracks the definition of 'qualified personal service corporation' under section 448" (REG-107892-18). One of the excluded business types is consulting. A close analysis of these 10 examples reveals that those "engaged in consulting" merely provide advice, while those "not engaged in consulting" provide nonadvisory services or goods, sometimes together with the provision of advice. The Consultants Services shall be performed on a non-exclusive basis, but may not be performed during the Term. 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. 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. ", "ContractsCounsel suited my needs perfectly, and I really appreciate the work to get me a price that worked with my budget and the scope of work. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 199A regulations provide a detailed explanation of the meaning of consulting. The Consultant acknowledges that it is an independent contractor and that no employee of the Consultant shall be considered an employee of the Company. 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. 1202 provide guidance. Cash Compensation. 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. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. 323 0 obj <> endobj 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. 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. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. 1202(c)(2)(A)). 1. devices that are current in their anti-virus software and security patches and that are protected by a firewall; on portable electronic . The Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims An independent contractor agreement is a contract between a freelancer and a company or client outlining the specifics of their work together. Jim Slattery most recently served as General Counsel at Regional News Network, a large owner of broadcast television stations. Survival. 1202 has increased. 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. 179D energy-efficient commercial buildings deduction, IRS provides guidance on perfecting S elections and QSub elections. 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. 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. Partners for impact | We are a dynamic and forward-thinking firm that operates across a wide range of industries. 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. One Sec. Are these regulations appropriate sources of guidance? 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. An agreement for consulting services is a contract between two parties - typically a business and a consultant. Counterparts. Time shall be counted to, or from, as the case may be, the delivery in person or by mailing. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. Regs. All other expenditures shall be the sole responsibility of the Consultant. How much does it cost to draft a contract? 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. Moreover, the preamble to the Sec. Exclusive Jurisdiction and Venue. Additional Documents. 1 0 obj The execution of this Agreement may be by actual, facsimile or pdf signature. 0000002915 00000 n Sec. 448 regulations as guidance does, however, appear appropriate. Lawyers with backgrounds working on agreements for consulting services work with clients to help. The agreement protects you and the business from potential disputes. IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. Consulting Agreement Template. The Consultant shall devote up to 20 hours per month. <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> 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 Below is a list of common sections included in Consulting Services Contracts. Thanks for submitting. 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