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Hello, You asked: Question 1: Is this exchange legal? May I procure this type of exchange legally per SEC regulations, etc. A: If you are brokering services for a government-licensed Expert (e.g., doctor, lawyer, accountant, etc.), then your exchange is illegal, because you are splitting fees with the Expert, and that means you are practicing the profession without a license. If you are marketing advertising space, that is legal. Or, if you are brokering services for individuals who are not government licensed, then that is also legal. Example: If your contract permits Experts to advertise their services for barter on your website, in exchange for a fixed fee, or even for a fee based upon the number of contacts by potential clients, that is legal. But, if you are dividing the fee for the underlying service, then that is practicing the profession. Question 2: Would I break any regulations by offering this service publicly? A: Yes. See #1, above. For example, promoting an equity for services exchange online on a social media network or at a conference? A: Yes. See #1, above. Question 3: What is the best legal framework to ensure that I continue receiving payments associated with this exchange? A: This question is too broad for meaningful comment. The possibilities for a website terms of service are endless. Will a contract with the service provider suffice? A: I believe that such a contract would be sufficient. But, since you are creating a new business model, the typical contract is one that is exposed on the website and is modified regularly, as the website owner gains experience in the real world about what contract terms are necessary. Does an agreement with the purchaser (service receiver) indicating that non-solicitation external to my services between he/she and the service provider are forbidden? What other contractual agreements may be required? A: This would probably violate the Sherman Antitrust Act, because it operates as a blanket restraint of trade. Moreover, in the legal profession, a lawyer is prohibited from allowing third parties to affect the lawyer's Expert judgment -- which includes determining which clients to accept and/or refuse. Your proposed contract provision would effectively prevent any attorney from using your service. Question 4: How does an equity for services agreement usually get built into a company? Is a new operating agreement created where the service provider gets common stock based on milestones? Is there any standardized way of doing this? A: Equity for service (barter agreements) are extremely rare. There are no standards. Note: I appreciate your creativity. But, the law strictly controls the obligations of licensed Experts. So, you may have to limit your business model to services which do not require a government license -- or try to create a business model that does not link the service provider's fees to your profits. The model must link only the service provider's marketing to your providing a marketing opportunity. Hope this helps.
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