Common use of DUTIES & SERVICES Clause in Contracts

DUTIES & SERVICES. (a) During the Employment Period, Employee shall be employed in the capacity of President of the Company. In performance of his duties, Employee shall be subject to the direction of and report to the Board of Directors of the Company. Employee agrees to devote full time to the affairs of the Company, to discharge his duties hereunder to the best of his abilities and to take no action outside of the ordinary course of business that he is not specifically authorized to take by the Board of Directors of the Company. The foregoing provisions of this Section 2 shall constitute material terms of this Agreement. Employee's office shall be based in the Denver, Colorado area, but Employee shall be available to travel as the needs of the business and his obligations hereunder require. Employee shall not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Company's Board of Directors. (b) The provisions of Section 2(a) above notwithstanding, the parties agree that Employee owns the "Reserved Assets" set forth in Exhibit 2(b) hereto and made a part hereof. Employee may separately pursue the "Reserved Assets" so long as Employee does not engage in any material sales, marketing, development, or other substantive tasks, and so long as such matters do not interfere with Employee's full-time duties under this Agreement. In the event Employee believes a new idea, product, business or other matter is worthwhile to pursue, Employee shall present same to the Company for review. Should Company decide to pursue such matter, it shall do so on terms it deems appropriate; if not, Employee may not pursue any such matter independently.

DUTIES & SERVICES. (a) During Consultant shall perform various services for the Employment PeriodCompany related to the development and marketing of its products, Employee shall be employed the Company’s public image, its brand recognition, and other public relations and marketing matters. These services include, but are not limited to: (i) assisting in the capacity development of President skincare/cosmetics products based on a series of all-natural grape-based luxury branded skincare products (the “Products”); (ii) assisting the Company’s efforts in developing a market for, and promoting the Products under the “Davi Skin” and “Davi” brand names; (iii) assisting the Company in marketing the Products through upscale department stores, specialty retailers, prestige hotels and resorts, salons and spas, the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, in stores on cruise ships, and in-flight and duty-free shops; and (iv) attending promotional events for the Company and its Products (collectively, the “Services”). In performance of his duties, Employee shall be subject to no event will the direction of and report to the Board of Directors of Services involve securing debt or equity investors for the Company. Employee agrees to devote full time to the affairs of the Company, to discharge his duties hereunder to the best of his abilities and to take no action outside of the ordinary course of business that he is not specifically authorized to take by the Board of Directors of the Company. The foregoing provisions of this Section 2 shall constitute material terms of this Agreement. Employee's office shall be based in the Denver, Colorado area, but Employee shall be available to travel as the needs of the business and his obligations hereunder require. Employee shall not engage in any other business, profession or occupation for compensation or otherwise without the prior written consent of the Company's Board of Directors. (b) Consultant agrees that he shall devote such time and attention to the Services hereunder as is required to fulfill Consultant’s obligations under this Agreement in a timely and professional manner, recognizing that the time demands may vary month to month. The provisions Company acknowledges that Consultant resides in Napa County and has full time employment in that location and the Services to be provided, hereunder, will be subordinate to the requirements of his primary employment. Further, nothing in this Agreement shall require Consultant to spend more than an aggregate of twenty (20) hours per month on providing the Services hereunder. (c) Consultant shall make reasonable efforts to make himself available at the Company’s offices or such other places, in person, by telephone, via the internet or other means, as the Company deems reasonably necessary for the performance of Consultant’s duties and Services hereunder; provided, however, that if Consultant is unable to make himself available on certain dates and/or times requested by the Company as contemplated by this Section 2(a3(c), Consultant shall make reasonable efforts to make himself available on such alternative dates and/or times as the Company and Consultant shall reasonably agree. (d) above notwithstandingThe Company shall not use Consultant’s name, voice, signature, likeness or biographical information or the parties agree that Employee owns name, voice, signature, likeness or biographical information of Consultant’s fiancée, his parents, or siblings or the "Reserved Assets" set forth in Exhibit 2(b) hereto and made a part hereof. Employee may separately pursue the "Reserved Assets" so long as Employee does not engage name “Mondavi” in any material salesmanner without Consultant’s prior written consent, marketingsuch consent not to be unreasonably withheld, development, conditioned or other substantive tasks, and so long as such matters do not interfere with Employee's full-time duties under this Agreement. In the event Employee believes a new idea, product, business or other matter is worthwhile to pursue, Employee shall present same to the Company for review. Should Company decide to pursue such matter, it shall do so on terms it deems appropriate; if not, Employee may not pursue any such matter independentlydelayed.