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. 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 $500 billion. Counterparts. 3 0 obj as of the day first written above. We will be in touch shortly! I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! I ended up finding someone who was a great fit for what I needed. 199A regulations states that determining whether a particular business is an SSTB and therefore excluded from being a qualified trade or business requires a facts-and-circumstances analysis (T.D. Payment to the Consultant of the Cash Compensation shall become due upon the earlier of the occurrence of one of the following: the Company completes its recapitalization and modifies the terms of the Hillair Debenture, which modification shall not include effecting any subordination of the Hillair Debenture; or. 1.199A-5(a)(1)). Notwithstanding the foregoing, Andrew Kaplan, while serving on the Companys Board of Directors, shall be eligible for any and all benefits provided by the Company to its directors. y~$nf/_H)"KE=z)w5(.wo_h.i8jz(b>i00-7ze|Sj,r >|k->rV(0#L/Rq8>`z^8>7x Consultant shall fully comply with all of the Companys working and safety rules, working hours and holiday With a supreme pledge of exceptional service to its clients in the areas of Real Estate (Commercial & Residential), Loan Modifications, Intellectual Property, Corporate Law & Business Transactions, Wills, Trusts & Estates, the Law Office of George K. Fuiaxis creates solutions for the many faceted problems faced by its clients. Lawyers with backgrounds working on consulting services contracts work with clients to help. 1202(e)(3). 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 Consultant acknowledges that it is not the legal representative or agent of the Company, nor does it have the power to obligate the Company, for any purpose other than specifically provided in this Agreement. 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. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. The Code does not define consulting for purposes of the rule on qualified trades or businesses . Get in touch below and we will schedule a time to connect! 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 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. endstream endobj 328 0 obj <>stream Working with Angela made me feel like my new business was in excellent hands. Securely pay to start working with the lawyer you select. Counterparts. 0000001747 00000 n 0000006153 00000 n IN WITNESS WHEREOF, the Company and the Consultant have executed this Agreement as of the date written above. 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. the Company raises, subsequent to the Effective Date, at least $3 million of gross proceeds in a public or private equity offering. %%EOF 0000002593 00000 n Work with security vendors and service providers to ensure that services are delivered. Non-Disclosure of Confidential Information, Employment Contract Review: Costs, What To Expect. The Consultant acknowledges that it is not the legal representative or agent of the Company, nor does it have the power to obligate the Company, for any purpose other than specifically provided in this Agreement. The Consultant shall devote up to 20 hours per month. Section and Paragraph Headings. 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. 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. All other expenditures shall be the sole responsibility of the Consultant. 199A. A consulting agreement is used between a client and a consultant who provides professional services, advice, or knowledge in exchange for payment. 2 0 obj The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. Security Exchange Commission - Edgar Database, EX-10.24 7 aspu_ex10z24.htm CONSULTING AGREEMENT, ViewedSeptember 21, 2021, View Source on SEC. 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. One 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. Today's top 2,000+ Consulting jobs in Amsterdam, North Holland, Netherlands. 199A (discussed below in more detail) includes a category called "specified service trades or businesses" (SSTBs). 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. 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. Sections 7, 8 and 12 through 18 shall survive termination . 1 0 obj 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. The remaining provisions of this Agreement shall be valid and binding and of like effect as though such provisions were not included. Provided further that if on an applicable vesting date clause (x) has not been met but clause (y) is met within the 18 month term, the earlier three month service provisions shall be deemed to have been met. Hiring a lawyer on ContractsCounsel is easy, transparent and affordable. 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. Exclusive Jurisdiction and Venue. 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. 0 fRn>W/xR|{|@",Uo/^|Z 4-205. I also serve as outside General Counsel to several businesses in various sectors. The firm specializes in representing business owners with Merchant Cash Advances or Factoring Arrangments they can no longer afford. Agreement Term This agreement will commence on agreement start date and will continue for a period of agreement months. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (Sec. 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 . *Z[lZZ :$|ywZUU@`G7}SnRF*W)C.?~WA%sa)\3Qej) UJtzLU Sec. Additional Documents. Equitable Relief. 0000000576 00000 n Consultant is experienced in providing the type of services Company will perform said services in a professional, efficient, and conscientious manner. 199A regulations as a source of guidance for the meaning of consulting under 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. 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. 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. 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. 199A, enacted in 2017, permits an individual (or other noncorporate taxpayer) a deduction of up to 20% of income from a qualified trade or business (Sec. terms of service, privacy policies, CCPA notices, and GDPR notices). 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 Nothing herein shall be deemed to preclude Company from retaining the Services of other persons or entities undertaking the same or Sec. She transformed my draft contract into the professional legal document I needed for my new business. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. Can a new employer ask for my last pay stub? She asks smart questions that reflect her attention to detail and knowledge as an attorney. 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. For the avoidance of doubt, a direct competitor shall be deemed to be any online university or Internet-based postsecondary education company or the providing of any services to a college or university relating to online education. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 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 was an easy way to find an attorney to help me with a contract quickly. 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). 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. Aspu_Ex10Z24.Htm consulting agreement, ViewedSeptember 21, 2021, View Source on Sec Uo/^|Z 4-205 Sec! A Source of guidance for the meaning or interpretation of this agreement will commence on start! Basis ( Sec View Source on Sec way to find an attorney to.... 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