CONSULTANT AGREEMENT
THIS AGREEMENT (THE "AGREEMENT") is made this 15th day of April 2004, by
and between P2R ("Consultant") a New York Corporation and, The Right Solution
Gateway., a Nevada corporation (the ""Company""). The term Consultant shall
also include any affiliates of "Consultant" uses for the "Company".
WHEREAS, "Consultant" and "Company" have heretofore entered into certain
oral and written agreements and
WHEREAS, it is the intent of "Consultant" and "Company" (the "Parties") to
enter into this agreement which will supercede and replace any and all existing
contracts, notes and agreement, whether written or oral, which have heretofore
existed between the parties, their agents and assigns; and
WHEREAS, "Consultant" has experience in retail and wholesale marketing, and
the "Company" desires to retain "Consultant" to advise and assist the "Company"
in its development on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, the "Company" and "Consultant" (the "Parties")
agree as follows:
The "Company" hereby retains "Consultant", effective as of the date hereof
(the "Effective Date") and continuing until termination, as provided
herein, to assist the "Company" in it's effecting the Client to be
determined licensing agreement to include product development.
"Consultant's or other third parties that may assist the "Company" in its
plans and future (the "Services"). The Services are to be provided on a
"best efforts" basis directly and through the "Consultant. "Consultant"
shall serve as a "Consultant" to the "Company" for the purpose of
developing and marketing a line of hot dog appliances and accessories.
SERVICES TO BE RENDERED
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"Consultant" may supply services, without guarantee of outcome, from time
to time during the term of this Agreement, as determined by "Consultant", and
such other services as detailed below. The "Consultant" will provide the
"Company" with a written summation of the services provided hereunder on a
monthly basis. Said summation shall be submitted to the "Company" by the 10th
of each month during the term of this Agreement for the previous month.
Under this Agreement, "CONSULTANT" will use reasonable best efforts
throughout the term of this Agreement with the intent, without guarantee, to
facilitate a collaborative relationship with Client to be determined. There are
a
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number of contacts, at senior levels, to whom "CONSULTANT" may effect an
introduction of the "Company" for the purpose of assisting the "Company's
pursuits. These introduction services may include, but are not necessarily
limited to, the following, as determined and pursued by "CONSULTANT" to
reasonable ability and discretion:
1. Identify what specific types of products that best fit the parameters
for a "Company" Strategic Plan.
2. Schedule and conduct introductory meetings with potential clients.
3. Coordinate the follow-up conversations, meetings and, when instructed
by "Company", any negotiations that might result from the original
introductory meetings.
4. Advise "Company" on how best to assist "Company" in securing a desired
prospective new product.
5. Identify Manufacturing needs and companies
COMPENSATION AND MEANS OF PAYMENT OF COMPENSATION
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The "Company" agrees to pay "Consultant", or at the option of "Consultant"
an employee or contractor of "Consultant", a fee for the Services which have
been and are to be rendered under the terms of this agreement. (""Consultant"
Fee"),
The Parties agree that the value of services rendered by "Consultant" to
the date of this agreement is $12,000 dollars per month. Payments will be one
month in advance. A payment of $12,000 will be made by April 15, 2004 and by the
15th of each future month.
The "Company" will pay 50% of the trip cost to China for product development as
indicated on invoice submitted by consultant.
TERM
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This Agreement shall be month to month on going unless either party
requests to terminate the agreement with written notice. The agreement can be
canceled by either party without cause.
TIME AND EFFORT OF "CONSULTANT"
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"Consultant" shall allocate time and "Consultant's Personnel as it deems
necessary to provide the Services. The particular amount of time may vary from
day to day or week to week. Except as otherwise agreed, "Consultant's monthly
statement identifying, in general, tasks performed for the "Company" shall be
conclusive evidence that the Services have been performed. In addition, neither
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"Consultant" nor "Consultant's Personnel shall be liable to the "Company" or any
of its shareholders for any act or omission in the course of or connected with
rendering the Services, including but not limited to losses that may be
sustained in any corporate act in any subsequent Business Opportunity (as
defined herein) undertaken by the "Company" as a result of advice provided by
"Consultant" or "Consultant's Personnel.
PLACE OF SERVICES
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The Services provided by "Consultant" or "Consultant's Personnel hereunder
will be performed at "Consultant's offices accept as otherwise mutually agreed
by "Consultant" and the "Company".
INDEMNIFICATION
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Subject to the provisions herein, the "Company" and "Consultant" agree to
indemnify, defend and hold each other harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including
without limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action or a breach of any representation, warranty, covenant,
condition, or agreement of the other party to this Agreement.
OTHER CONDITIONS
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It is expressly understood that Consultant is an independent contractor
with the sole responsibility for its own business. It is further agreed and
understood that "CONSULTANT" is not and shall not represent itself to be an
agent of "Company" for any purpose. Neither party has the right or authority to
assume or create an obligation of any kind for or on behalf of the other, or to
bind the other in any respect.
MISCELLANEOUS PROVISIONS
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A. Waiver. No waiver of any provision of this Agreement shall be valid
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unless in writing and signed by the waiving party. The failure of any
party at any time to insist upon strict performance of any condition,
promise, agreement or understanding set forth herein, shall not be
construed as a waiver or relinquishment of any other condition,
promise, agreement or understanding set forth herein or of the right
to insist upon strict performance of such waived condition, promise,
agreement or understanding at any other time.
B. Amendment. This Agreement may only be amended or modified at any time,
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and from time to time, in writing, executed by the parties hereto.
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C. Notices. Any notice, communication, request, reply or advice
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(hereinafter severally and collectively called "Notice") in this
Agreement provided or permitted to be given, shall be made or be
served by delivering same by overnight mail or by delivering the same
by a hand-delivery service, such Notice shall be deemed given when so
delivered. For all purposes of Notice, the addresses of the parties
set out below their signatures herein shall be their addresses unless
later advised in writing.
D. Captions. Captions herein are for the convenience of the parties and
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shall not affect the interpretation of this Agreement.
E. Counterpart Execution. This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument and this
Agreement may be executed by fax.
F. Assignment. This Agreement is not assignable without the written
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consent of the parties.
G. Entire Agreement. This Agreement constitutes the entire agreement and
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understanding of the parties on the subject matter hereof and
supercedes all prior agreements and understandings on the subject
thereof. All prior agreements, whether written or oral, are merged
herein.
H. Choice of Law/Venue. The law of the State of Nevada shall apply to
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this Agreement without reference to conflict of law principles, and
the sole venue for any dispute or suit between the parties shall be a
court of competent jurisdiction in the location of the "CONSULTANT" in
Nevada.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written.
THE RIGHT SOLUTION GATEWAY. A NEVADA CORPORATION
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By: ______________________________
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PRODUCTS 2 RETAIL, INC.
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By: ______________________________
▇▇▇▇ ▇▇▇▇▇ - President
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