EXHIBIT 10.6 Consulting Agreement between Xxxxx Xxxx and GFY Foods, Inc.
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of January 16, 2004 by and
between Xxxxx Xxxx ("Consultant) and Good For You Foods, Inc. ("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business services
relating to management, strategic planning and marketing for the Company; and
WHEREAS, Consultant shall provide Company with strategic planning and marketing
consulting services and is desirous of performing such services for the Company;
and
NOW, THEREFORE, in consideration of the mutual covenants hereinafter stated, it
is agreed as follows:
1. APPOINTMENT
The Company hereby engages Consultant and Consultant agree to render various
business services to the Company upon the terms and conditions hereinafter, set
forth.
2. TERMS
The term of this Agreement began as of the date of this Agreement, and shall
terminate on January 17, 2005, unless earlier terminated in accordance with
paragraph 7 herein or as extended by the parties from time to time.
3. SERVICES
During the term of this Agreement, Consultant shall provide advice to, undertake
for and consult with the Company concerning management, marketing, consulting,
strategic planning, corporate organization and structure, sales matters in
connection with the operations of the business of the Company. Consultant agrees
to provide on a timely basis the following services, and additional services
contemplated thereby:
(a) The implementation of short-range and long-range strategic planning to
develop and enhance the Company's products and services;
(b) Develop and assist in the implementation of a marketing program to enable
the Company to broaden the markets for its services and promote the image of the
Company and its products and services;
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(c) Advise the Company relative to the recruitment and employment of marketing
and sales personnel consistent with the growth of operations of the Company;
(d) The identification, evaluation, structuring, negotiating and closing of
strategic alliances.
4. DUTIES OF THE COMPANY
The Company shall provide Consultant, on a regular and timely basis, with all
data and information about it, its subsidiaries, its management, its products
and services and its operations as shall be reasonably requested by Consultant,
and shall advise Consultant of any facts which would affect the accuracy of any
data and information previously supplied pursuant to this paragraph. The Company
shall promptly supply Consultant with full and complete copies of all brochures
or other sales materials relating to its products and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
Concurrently with the execution hereof, the Company shall grant and issue to
Consultant the option to purchase 500,000 shares of $.001 par value common sock
of the Company (the "Shares") which shall be registered with the United States
Securities and Exchange Commission and applicable state securities agencies so
as to enable the Shares to be freely saleable and tradable in the public
securities markets. The Company shall use its best and diligent efforts to
maintain all SEC and other registrations so as to enable said Shares to be fully
saleable and tradable for a period of five (5) years from the date hereof. The
option shall have an exercise price of $0.00315 per share, and shall expire on
January 31, 2008 at 5 :00 P.M. C.S. T. Consultant in providing the foregoing
services shall be reimbursed for any pre-approved out-of-pocket cost, including,
without limitation, travel, lodging, telephone, postage and over night shipping
charges.
The Company also agrees that if the Shares fail to attain a market price of
$1,575.00 for five (5) separate trading days during a period of five (5) years
from the date of Consultant's exercise of the option; then the Company shall
issue a supplemental option to Consultant for additional Shares at the exercise
price s~t forth in the initial option, upon the written demand of Consultant to
the Company. If the Company fails to issue the supplemental option within five
(5) days frOl1l the date of Consultant's written demand notice, then it
immediately shall pay to Consultant liquidated damages of $1,575.00.
6. REPRESENTATION AND INDEMNIFICATION
The Company shall be deemed to have been made a continuing representation the
accuracy of any and all facts, material information and data which it supplies
to Consultant and acknowledges its awareness that Consultant will rely on such
continuing functions. Consultant in the absence of notice in writing from the
Company will rely on the continuing accuracy of material, information and data
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supplied by the Company. Consultant represents that he has knowledge of and is
experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant from any
and all claims or demands of any kind to the Company's breach of its agreements
hereunder.
7. MISCELLANEOUS
TERMINATION: This Agreement may be terminated by Consultant upon, written notice
to the Company for a material breach of this contract which shall be effective
five (5) business days from the date of such notice.
MODIFICATION: This Agreement sets forth the entire understanding of the Parties
with respect to the subject matter hereof, and may be amended only in writing
signed by both parties.
NOTICES: Any notices required or permitted to be given hereunder shall be in
writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number, as the Party shall have furnished in
writing to the other Party.
WAIVER: Any waiver by either Party of a breach of any provision of this
Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict adherence to any term of
this Agreement on one or more occasions will not be considered a waiver or
deprive the other Party of the right thereafter to insist upon adherence to that
term of any other term of this Agreement.
ASSIGNMENT: The Options under this Agreement are assignable at the discretion of
the Consultant.
SEVERABILITY: If any provision of this Agreement is invalid, illegal, or
unenforceable, the balance of this Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstances, it shall nevertheless
remain applicable to all other persons and circumstances.
DISAGREEMENTS: Any dispute or other disagreements arising from or out of this
Agreement shall be submitted to arbitration under the rules of the American
Arbitration Association and the decision of the arbitrator(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in Xxxx County, IL. The interpretation and the enforcement of this
Agreement shall be governed by Illinois law as applied to residents of the State
of Illinois relating to contracts executed in and to be performed solely within
the State of Illinois. In the event any dispute is arbitrated, the prevailing
Party (as determined by the arbitrator(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred (as determined by the
arbitrator(s)).
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
COMPANY CONSULTANT
GFY FOODS, INC. XXXXX XXXX
By: /S/ XXXXXX XXXXXXX By: /S/ XXXXX XXXX
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Xxxxxx Xxxxxxx Xxxxx Xxxx
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