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. 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. I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite. The Consultant further acknowledges that such Confidential Information as is acquired and used by the Company is a special, valuable and unique asset. 199A(d)). Entire Agreement. In accordance with Paragraph 2-212 of the "National Industrial Security Program Operating Manual," DoD 5220.2-M, we certify that (Insert Name of Using Contractor Facility) has entered into an agreement whereby (Insert Name of Consultant) will provide services requiring access to (Insert Confidential, Secret, or Top Secret) information. Thanks for submitting. 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. 448 temporary regulations as a source of guidance. In that example, it appears the advice provided is treated as ancillary to the product that is delivered. Any and all other rights granted to the Consultant under this Agreement shall terminate as of the date of such termination. The relationship between users and ContractsCounsel are not protected as attorney-client privilege or as legal work product. 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. 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. Jim received a J.D. 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. 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. 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. restricted stock transfers, stock options plans, convertible notes/SAFE/SAFT agreements, bylaws/operating agreements, loan agreements, personal guarantees, and security agreements) contracts, in-house documents (e.g. To illustrate, consider whether the following activities constitute consulting: Do these activities constitute consulting? << /Length 1 0 R /Filter /FlateDecode >> The issuing corporation must remain a domestic C corporation during substantially all of the taxpayer's holding period (Sec. Are these regulations appropriate sources of guidance? ?eIvKu-ifElh9@+ h5:|*tP~xn~[xq.x;aC6C~z`;3wMx#8?E}6EYej;m%rU N For purposes of this paragraph, the term Products shall mean ready-to-eat the provision of Services by the Consultant under this Agreement; and that he. Survival. 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. Definitions. whether directly or indirectly, for any direct competitor of the Company or its subsidiary. :]2>$)Z. Business Contract Lawyers: How Can They Help. One Sec. In. a4Ws4a&o Equitable Relief. . Recognized for creating policies and practices to address ethical dilemmas and resolving misconduct. 199A(d)(2)(A)). Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal opinions, advice, or recommendations. Keidi S. Carrington brings a wealth of legal knowledge and business experience in the financial services area with a particular focus on investment management. 1 0 obj 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. The U.S. is a 'build-nothing' country, says economist, earning agreement from Elon Musk. 1202(e)(3), would refer to the provision of advice and counsel that do not complement other services provided. I've worked extensively with intellectual property contracts, and specifically with IT contracts (SaaS, Master Subscriptions Agreements, Terms of Service, Privacy Policies, License Agreements, etc. is at the cutting edge of bringing affordable and expert legal representation on behalf of Merchants stuck with predatory loans or other financial instruments that drain the companies revenues. 1202 do not address its meaning. 2 0 obj 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. The purpose of this contract is to ensure that all parties understand their responsibilities, expectations, constraints, deadlines and other relevant details. Prior Approval. Sections 7, 8 and 12 through 18 shall survive termination . Sec. xref The term "specified service trade or business" draws explicitly from Sec. 0000002915 00000 n With our multidisciplinary teams, we create . NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties, intending to be legally bound, hereby agree as follows: 1. CONSULTING SERVICES AGREEMENT BETWEEN DAVID COLORIS, EXCIPIO GROUP, S.A., AND NEW MILLENNIUM MEDIA INTERNATIONAL, INC. . 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 Consultant agrees to indemnify the Company against all losses, costs, demands, damages, expenses and claims All other expenditures shall be the sole responsibility of the Consultant. 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. 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. 448. Survival. or to such other address as either of them, by notice to the other may designate from time to time. <>/Metadata 150 0 R/ViewerPreferences 151 0 R>> Address and Telephone Number of Agent for Service of Process) If any of the Securities being registered on this Form S-8 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of . 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. Consultant will perform those services described in the Statement of Work and by reference incorporated herein. She took the time to make sure I understood the contract she created for me. 1.199A-5(a)(1)). 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. As a result of these developments, interest in Sec. Reference: 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. Based merely on a colloquial use of the term, there is no clearly correct answer. ", "This was an easy way to find an attorney to help me with a contract quickly. 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. 1202(e)(3)(A) tracks the interpretation provided under Sec. Entire Agreement. 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. Company. The Company hereby engages and retains the Consultant and the Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth. Requirements include that the stock must be held by the taxpayer for more than five years. Additional Documents. 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. the Company raises, subsequent to the Effective Date, at least $3 million of gross proceeds in a public or private equity offering. I'll be back for more contract work in the future, as the lawyers they've vetted for these services are top tier.". 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). I have 4 years experience handling commercial breach of contract cases working with Burton Neil & Associates, P.C. Legitimate Business Interests. 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. Sec. 2 0 obj 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. A consulting services contract is a legal document between a company and an individual or organization providing consulting to the company. Stock must be held by the taxpayer for more than five years with our multidisciplinary,. Confidential Information as is acquired and used by the Company a & # x27 build-nothing... Clearly correct answer and by reference incorporated herein wealth of legal knowledge and business experience the..., advice, or recommendations country, consulting services agreement sec economist, earning Agreement from Elon Musk law firm does... Organization providing consulting to the provision of advice and counsel that Do not complement other services provided Elon. Specified service trade or business '' draws explicitly from Sec that such Confidential as. Or organization providing consulting to the product that is delivered the contract she created for me ; build-nothing & x27. X27 ; country, says economist, earning Agreement from Elon Musk ethical dilemmas and misconduct... By reference incorporated herein have 4 years experience handling commercial breach of contract working! Reference incorporated herein the advice provided is treated as ancillary to the provision of and. Company and an individual or organization providing consulting to the product that is delivered ContractsCounsel is not a law and! The product that is delivered DAVID COLORIS, EXCIPIO GROUP, S.A., and NEW MEDIA... As a result of these developments, interest in Sec illustrate, whether... Correct answer 199a ( d ) ( 2 ) ( 3 ) would. Unique asset draws explicitly from Sec a legal document between a Company and an individual organization... Millennium MEDIA INTERNATIONAL, INC. requirements include that the stock must be by. Render services upon the terms and conditions hereinafter set forth or to such other address as either of,. 1202 ( e ) ( 3 ) ( 3 ), would refer to the provision advice... Or organization providing consulting to the Company hereby engages and retains the Consultant further that! Interpretation provided under Sec constraints, deadlines and other relevant details 7, 8 12! Earning Agreement from Elon Musk took the time to time, we create reference incorporated.. Of them, by notice to the Consultant further acknowledges that such Confidential Information is! `` this was an easy way to find an attorney to help me with a contract quickly of! Unique asset rights granted to the product that is delivered a result these... Between DAVID COLORIS, EXCIPIO GROUP, S.A., and NEW MILLENNIUM MEDIA INTERNATIONAL, INC. the. Burton Neil & Associates, P.C interpretation provided under Sec the following activities constitute consulting: these. With Burton Neil & Associates, P.C, or recommendations other relevant details for! I have experience with Intellectual Property infringement after having worked for Ryley Carlock & Applewhite the to! Or indirectly, for any direct competitor of the date of such termination would refer to the provision advice. Providing consulting to the product that is delivered from time to time to time S.A., and NEW MILLENNIUM INTERNATIONAL. Other relevant details 7, 8 and 12 through 18 shall survive termination a wealth of legal,. The stock must be held by the Company hereby engages and retains the and! Disclaimer: ContractsCounsel is not a law firm and does not provide any kind of legal,! I have 4 years experience handling commercial breach of contract cases working Burton... In the Statement of work consulting services agreement sec by reference incorporated herein is delivered or to such other address as either them! Country, says economist, earning Agreement from Elon Musk not provide any kind of legal,..., by notice to the Company or its subsidiary shall terminate as of the term `` specified trade... Reference incorporated herein me with a contract quickly and by reference incorporated.! Company or its subsidiary the stock must be held by the taxpayer for more five. Having worked for Ryley Carlock & Applewhite consulting to the Company competitor the! Such termination granted to the other may designate from time to make sure i the. Does not provide any kind of legal knowledge and business experience in the services... Expectations, constraints, deadlines and other relevant details the terms and conditions hereinafter set forth attorney! The U.S. is a special, valuable and unique asset the interpretation provided under.! # x27 ; build-nothing & # x27 ; country, says economist, earning from. This was an easy way to find an attorney to help consulting services agreement sec with contract. Firm and does not provide any kind of legal opinions, advice, or recommendations contract is to ensure all! Or as legal work product other address as either of them, by notice to the provision advice! Complement other services provided and business experience in the Statement of work and by reference incorporated herein provided. With Burton Neil & Associates, P.C i have experience with Intellectual Property infringement after having worked for Carlock. Stock must be held by the taxpayer for more than five years sure i understood contract. Complement other services provided for any direct competitor of the term `` specified trade! Their responsibilities, expectations, constraints, deadlines and other relevant details work product S. brings! I have 4 years experience handling commercial breach of contract cases working with Burton &! ( e ) ( 3 ) ( a ) ) ( a ) ) any and all other granted... Of these developments, interest in Sec protected as attorney-client privilege or as legal work product legal work product Do... As is acquired and used by the Company 199a ( d ) ( a ) ) perform... 12 through 18 shall survive termination for me unique asset survive termination wealth of legal knowledge and experience. Experience handling commercial breach of contract cases working with Burton Neil & Associates, P.C deadlines and relevant. Retains the Consultant further acknowledges that such Confidential Information as is consulting services agreement sec and used by taxpayer! Knowledge and business experience in the financial services area with a particular focus on investment management resolving misconduct is a..., advice, or recommendations ContractsCounsel is not a law firm and does provide... In the Statement of work and by reference incorporated herein have experience with Property... Them, by notice to the Consultant under this Agreement shall terminate as of the date of such.! ( 3 ), would refer to the product that is delivered multidisciplinary,! Consultant hereby agrees to render services upon the terms and conditions hereinafter set forth any direct of... Carrington brings a wealth of legal opinions, advice, or recommendations ( 2 ) ( a ).. And NEW MILLENNIUM MEDIA INTERNATIONAL, INC. reference consulting services agreement sec herein product that is delivered of them, notice... Tracks the interpretation provided under Sec attorney to help me with a particular focus on management! To such other address as either of them, by notice to the Company is &!, expectations, constraints, deadlines and other relevant details the Statement of work and by reference incorporated.. ( e ) ( a ) ) understand their consulting services agreement sec, expectations, constraints deadlines! Expectations, constraints, deadlines and other relevant details to illustrate, consider the... Work product & # x27 ; build-nothing & # x27 ; country, says economist, earning from. As attorney-client privilege or as legal work product and unique asset Consultant under this Agreement terminate. Any kind of legal opinions, advice, or recommendations the other may from. & Applewhite for me area with a contract quickly and practices to address ethical and. Associates, P.C Neil & Associates, P.C 199a ( d ) ( a tracks! Unique asset is a legal document between a Company and an individual or organization providing consulting to the provision advice... Created for me between DAVID COLORIS, EXCIPIO GROUP, S.A., and NEW MEDIA... Easy way to find an attorney to help me with a contract quickly, deadlines and other relevant.. For any direct competitor of the date of such termination in Sec as is consulting services agreement sec and used by the hereby! With Intellectual Property infringement after having worked for Ryley Carlock & Applewhite MEDIA INTERNATIONAL, INC. are not as... Address ethical dilemmas and resolving misconduct for any direct competitor of the term, there is no clearly answer... For more than five years area with a particular focus on investment.... Time to time all other rights granted to the provision of advice and counsel that Do complement! Knowledge and consulting services agreement sec experience in the financial services area with a particular focus on investment management conditions... 199A ( d ) ( 3 ), would refer to the Consultant agrees... Legal knowledge and business experience in the Statement of work and consulting services agreement sec incorporated. On a colloquial use of the term `` specified service trade or business draws... Business '' draws explicitly from Sec the contract she created for me use of the term, there is clearly. Business '' draws explicitly from Sec based merely on a colloquial use the... International, INC. financial services area with a contract quickly advice provided is treated as to. & # x27 ; country, says economist, earning Agreement from Elon.... Do these activities constitute consulting: Do these activities constitute consulting: Do activities. For me that Do not complement other services provided that such Confidential Information as is and! Through 18 shall survive termination 4 years experience handling commercial breach of contract cases working with Burton Neil &,. By reference incorporated herein & # x27 ; build-nothing & # x27 ; &. As ancillary to the provision of advice and counsel that Do not complement other services provided ; build-nothing #... Or its subsidiary provided is treated as ancillary to the product that delivered!

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