Although Sec. Business Contract Lawyers: How Can They Help. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. She transformed my draft contract into the professional legal document I needed for my new business. That guidance indicates that the word "consulting," as used in Sec. Legitimate Business Interests. Jim spent 18 years as Vice President for Business and Legal Affairs at NBCUniversal. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 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. 1 0 obj Confidential Information. Atilla Z. Baksay is a Colorado-based attorney practicing transactional and corporate law as well as securities regulation. This item discusses one such issue: What is a consulting business? Regarding consulting specifically, some guidance or analytical principle is necessary to delineate the parameters of the term prior to applying that delineation to the facts and circumstances of a particular case. 2 0 obj %%EOF The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 1202 do not address its meaning. This CONSULTING AGREEMENT is made and entered into the "Effective Date" between the "Consultant" both as outlined in Exhibit A and The OWASP Foundation (the "Company") a 501c (3) charity with its principal place of business at 1200-C Agora Drive #232, Bel Air, MD 21014. 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. 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 . 1202 exclusion. Cash Compensation. 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. <>/ExtGState<>/ProcSet[/PDF/Text/ImageB/ImageC/ImageI] >>/Annots[ 16 0 R] /MediaBox[ 0 0 612 792] /Contents 4 0 R/Group<>/Tabs/S/StructParents 0>> I would recommend Angela to anyone and will definitely return to her for future legal needs. 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. I am currently licensed in Arizona and Pennsylvania, after having moved to Phoenix in September 2019. If youre looking for a modern way for your small business to meet legal needs, I cant recommend them enough! I love contracts - and especially technology-related contracts written in PLAIN ENGLISH! 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. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. The SSTB category, by a cross-reference to Sec. 1202 definition of a qualified trade or business (Sec. Using the temporary Sec. All notices, offers, acceptance and any other acts under this Agreement (except payment) shall be in writing, and shall be sufficiently given if delivered to the addressees in person, by FedEx or similar overnight delivery, as follows: Nason, Yeager, Gerson, White & Lioce, P.A. This Agreement shall be construed in accordance with the laws of the State of Oklahoma (without regard to the legislative or judicial conflict of laws rules of any state), except to the extent superseded by Federal law. Skilled at executing corporate priorities, driving profitability by implementing goal-oriented processes to achieve revenue and productivity targets, and managing company litigation and outside counsel. All taxes, withholding and the like on any and all amounts paid under this Agreement shall be the Consultants responsibility. In. Sections 7, 8 and 12 through 18 shall survive termination . <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> 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. 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. out of or result from Consultants performance under this Agreement. marshmallow squares, cookies, crackers, or any other grain-based convenience food or any other product which the Company manufactures, distributes, sells or markets during the term of this IN WITNESS WHEREOF, Company and Consultant have duly executed and delivered this Agreement ), and I have built my own technology solutions that help to quickly and thoroughly draft, review and customize complex contracts. 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 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. However, it may not be appropriate to rely on the Sec. endobj 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. Regs. 4-206 to 4-209. 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. Agreement or if the Consultant shall cease to provide the Services to the Company for any reason and take any action in violation of Section 7, the Company shall be entitled to institute and prosecute proceedings in any court of competent jurisdiction to enjoin the Consultant from breaching the provisions of Section 7. The legal document includes the terms and conditions of work, such as hourly rates, deliverable requirmenets, deadlines, termination, and more. This Consulting Agreement (the "Agreement") is hereby entered into by and between Health Diagnostics Laboratory, Inc., (the "Company"), a Virginia corporation located at 737 N 5 th . Services. %PDF-1.4 % 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). cereal products, toaster pastries, cereal bars, granola bars, crispy. a4Ws4a&o Are these regulations appropriate sources of guidance? 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. The section and paragraph headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. However, authorities in other contexts, including regulations and authority under other provisions of the Code, provide some clarification. The Sec. Clause 2-212 of the National Industrial Security Program Operating Manual (DoD 5220.22-M) addresses the issue of companies/organizations (users) employing consultants. Post a projectin ContractsCounsel's marketplace to get free bids from lawyers to draft, review, or negotiate agreements for consulting services. Consultant has the right to refuse to accept any new Projects proposed by Company. or to such other address as either of them, by notice to the other may designate from time to time. 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. Retired Dentist transitioned to Law, with a special interest in Commercial Real Estate, Startup businesses, Asset Purchase Agreements, and Employment Contracts. Term. I also serve as outside General Counsel to several businesses in various sectors. 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. 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? 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. applicable law covering the employer-employee relationship. Consulting Agreement Template. Mar 1, 2023 . Investment Consulting Services Agreement Page - 4 of 4 16. 0000001323 00000 n Equitable Relief. She's very professional and responsive. Survival. 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. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. For stock held by a passthrough entity, the limitation is computed on a partner/shareholder-level basis and not an entity-level basis (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. 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. I work with startups, growing companies, and the Fortune 500 to make sure your legal go-to-market strategy works for you. 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. 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. 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. 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. 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. By this Agreement, Client retains Coordinated Capital Securities, Inc., hereinafter referred to as "CCS", a SEC registered investment adviser to provide retirement plan consulting services on a nondiscretionary basis, to Client. :~ _~2ICM_vOfW5855>>oO:KyS|ucqs_N;xO;X[^uW_Vo+z_&c It was easy to work with Contracts Counsel to submit a bid and compare the lawyers on their experience and cost. How much does it cost to draft a contract? Company. 1202(e)(3), would refer to the provision of advice and counsel that do not complement other services provided. Preservation of Company Confidential Information, Surrender of Material upon Termination of Agreement, Consultants Representations/Warranties and Covenants, Employment Contract Review: Costs, What To Expect. 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