Exhibit 10.0
CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement ("Agreement") effective October 1, 2005,
is made by and between Xxxxxxx Holdings, Inc. ("Consultant"), whose address is
000 Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 and Kurrant Food Enterprises,
Inc. ("Company"), having its principal place of business at 0000 Xx. Xxxxxx Xxx,
Xxxxxx, Xxxxxxxx 00000 collectively, the "Parties". This Agreement supersedes
and replaces any prior Agreements in place between the Parties.
WHEREAS, Company is a private corporation and desires to become a public
company;
WHEREAS, Consultant has background in the area of public company formation,
business consulting, business development, outside accounting and legal
services; and WHEREAS, Company desires to engage Consultant to provide
consulting services to Company in Consultant's area of knowledge and expertise
on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Company, the Parties agree as follows:
1. Services of Consultant
Consultant agrees to perform for Company all necessary services required in
providing general business strategic consulting and management advisory services
for Company.
2. Consideration
Company agrees to pay Consultant, as its fee and as consideration for
services provided, $750.00 per month paid on the first of each month.
3. Expenses
Company agrees to reimburse Consultant for all reasonable out of pocket
expenses.
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4. Confidentiality
Each Party agrees that during the course of this Agreement, information
that is confidential or of a proprietary nature may be disclosed to the other
party, including, but not limited to, product and business plans, software,
technical processes and formulas, source codes, product designs, sales, costs
and other unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data ("Confidential
Information"). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
5. Late Payment
Company shall pay to Consultant all fees within 10 days of the due date.
6. Indemnification
6a. Company
Company agrees to indemnify, defend, and hold harmless Consultant, its
directors, officers, employees, attorneys, and agents, and to defend any
action brought against said parties with respect to any and all claims,
demands, causes of action, debts or liabilities, including reasonable
attorneys' fees, arising out of work performed under this Agreement,
including breach of Company of this Agreement, unless caused by the grossly
negligent actions of Consultant.
6b. Consultant
Consultant agrees to indemnify, defend, and shall hold harmless
Company, its directors, officers, employees, attorneys, and agents, and
defend any action brought against same with respect to any claim, demand,
cause of action, debt or liability, including reasonable attorneys' fees,
to the extent that such an action arises out of the gross negligence or
willful misconduct of Consultant.
6c. Notice
In claiming any indemnification hereunder, the indemnified party shall
promptly provide the indemnifying party with written notice of any claim,
which the indemnified party believes falls within the scope of the
foregoing paragraphs. The indemnified party may, at its expense, assist in
the defense if it so chooses, provided that the indemnifying party shall
control such defense, and all negotiations relative to the settlement of
any such claim. Any settlement intended to bind the indemnified party shall
not be final without the indemnified party's written consent, which shall
not be unreasonably withheld.
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7. Limitation of Liability
Unless Consultant is found to be grossly negligent Consultant shall have no
liability with respect to Consultant's obligations under this Agreement or
otherwise for consequential, exemplary, special, incidental, or punitive damages
even if Consultant has been advised of the possibility of such damages. In any
event, the liability of Consultant to C ompany for any reason and upon any cause
of action, regardless of the form in which the legal or equitable action may be
brought, including, without limitation, any action in tort or contract, shall
not exceed 100% of the cash value of the monthly fee paid by Company to
Consultant for the specific service provided that is in question.
8. Termination and Renewal
(a) Term
This Agreement shall become effective on October 1, 2005 and terminate
in eighteen months or by mutual agreement of both parties.
(b) Termination
Either Party may terminate this Agreement if the other party
materially breaches any of its representations, warranties or obligations
under this Agreement. Except as may be otherwise provided in this
Agreement, such breach by either party will result in the other party being
responsible to reimburse the non-defaulting party for all costs incurred
directly as a result of the breach of this Agreement, and shall be subject
to such damages as may be allowed by law including all attorneys' fees and
costs of enforcing this Agreement.
(c) Termination and Payment
Consultant shall have the right to terminate this agreement with 90
days notice during its term. Upon any termination or expiration of this
Agreement, Company shall pay all unpaid and outstanding fees through the
effective date of termination or expiration of this Agreement. Upon such
termination, Consultant shall provide and deliver to Company any and all
outstanding services due through the effective termination date of this
Agreement.
9. Miscellaneous
(a) Independent Contractor
This Agreement establishes an "independent contractor" relationship
between Consultant and Company.
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(b) Rights Cumulative; Waivers
The rights of each of the Parties under this Agreement are cumulative.
The rights of each of the Parties hereunder shall not be capable of being
waived or varied other than by an express waiver or variation in writing.
Any failure to exercise or any delay in exercising any of such rights shall
not operate as a waiver or variation of that or any other such right. Any
defective or partial exercise of any of such rights shall not preclude any
other or further exercise of that or any other such right. No act or course
of conduct or negotiation on the part of any party shall in any way
preclude such party from exercising any such right or constitute a
suspension or any variation of any such right.
(c) Benefit; Successors Bound
This Agreement and the terms, covenants, conditions, provisions,
obligations, undertakings, rights, and benefits hereof, shall be binding
upon, and shall inure to the benefit of, the undersigned parties and their
heirs, executors, administrators, representatives, successors, and
permitted assigns.
(d) Entire Agreement
This Agreement contains the entire Agreement between the Parties with
respect to the subject matter hereof. There are no promises, Agreements,
conditions, undertakings, understandings, warranties, covenants or
representations, oral or written, express or implied, between them with
respect to this Agreement or the matters described in this Agreement,
except as set forth in this Agreement. Any such negotiations, promises, or
understandings shall not be used to interpret or constitute this Agreement.
(e) Assignment
Neither this Agreement nor any other benefit to accrue hereunder shall
be assigned or transferred by either Party, either in whole or in part,
without the written consent of the other party, and any purported
assignment in violation hereof shall be void. Consultant shall assign such
individuals under his direct supervision solely as he deems necessary to
assist in discharging his duties under this agreement.
(f) Amendment
Only an instrument in writing executed by all the Parties hereto may
amend this Agreement.
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(g) Severability
Each part of this Agreement is intended to be severable. In the event
that any provision of this Agreement is found by any court or other
authority of competent jurisdiction to be illegal or unenforceable, such
provision shall be severed or modified to the extent necessary to render it
enforceable and as so severed or modified, this Agreement shall continue in
full force and effect.
(h) Section Headings
The Section headings in this Agreement are for reference purposes only
and shall not affect in any way the meaning or interpretation of this
Agreement.
(i) Construction
Unless the context otherwise requires, when used herein, the singular
shall be deemed to include the plural, the plural shall be deemed to
include each of the singular, and pronouns of one or no gender shall be
deemed to include the equivalent pronoun of the other or no gender.
(j) Further Assurances
In addition to the instruments and documents to be made, executed and
delivered pursuant to this Agreement, the parties hereto agree to make,
execute and deliver or cause to be made, executed and delivered, to the
requesting party such other instruments and to take such other actions as
the requesting party may reasonably require to carry out the terms of this
Agreement and the transactions contemplated hereby.
(k) Notices
Any notice which is required or desired under this Agreement shall be
given in writing and may be sent by personal delivery or by mail (either a.
United States mail, postage prepaid, or b. Federal Express or similar
generally recognized overnight carrier), addressed as follows (subject to
the right to designate a different address by notice similarly given):
To Company:
Kurrant Food Enterprises, Inc.
0000 Xx. Xxxxxx Xxx
Xxxxxx, Xxxxxxxx 00000
000-000-0000
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To Consultant:
Xxxxxxxxx Xxxxxxx
Xxxxxxx Holdings, Inc.
000 Xxxxxx Xxxxx, Xxx. 0000
Xxxxxxx, XX 00000
000-000-0000
(l) Arbitration Clause
All disputes, claims, and/or requests for specific contractual
performance, or other equitable relief, or damages or any other matters in
question between the parties arising out of this agreement shall be
submitted for arbitration, solely. Demand shall be submitted for
arbitration, solely. Demand shall be made to the American Arbitration
Association and shall be conducted in Houston, Texas by a one-person
arbitrator, unless the parties mutually agree otherwise. Arbitration shall
be in accordance with the commercial rules of the American Arbitration
Association. The Award of the Arbitrator shall be final and judgment may be
entered upon it in any court having jurisdiction thereof, and the
prevailing party shall be entitled to costs and reasonable attorney's fees
arising out of such arbitration.
(m) Governing Law
This Agreement shall be governed by the interpreted in accordance with
the laws of the State of Texas without reference to its conflicts of laws
rules or principles. Each of the parties consents to the exclusive
jurisdiction of the federal courts of the State of Texas in connection with
any dispute arising under this Agreement and hereby waives, to the maximum
extent permitted by law, any objection, including any objection based on
forum non coveniens, to the bringing of any such proceeding in such
jurisdictions.
(n) Consents
The person signing this Agreement on behalf of each party hereby
represents and warrants that he has the necessary power, consent and
authority to execute and deliver this Agreement on behalf of such party.
(o) Survival of Provisions
The provision(s) contained in this Agreement shall survive the
termination of this Agreement for one year from date of termination.
(p) Execution in Counterparts
This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
and have agreed to and accepted the terms herein on the date written above.
Kurrant Food Enterprises, Inc.
/s/ Xxxxxxxxxxx Xxxx
--------------------
BY: Xxxxxxxxxxx Xxxx
ITS: CEO
Consultant
/s/ Xxxxxxxxx X. Xxxxxxx
------------------------
BY: Xxxxxxxxx X. Xxxxxxx
ITS: President
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