CONSULTANTING AGREEMENT
This Consulting Agreement (this "Agreement") is made effective as of April 13,
2004 by and between Gateway Distributors ("Gateway"), of 0000 X. Xxxxxxx Xx.,
Xxx Xxxxx, Xxxxxx, 00000 and Xxxxx Xxxxxxxxxx ("Tarun"), an individual.
A. Gateway is engaged in the business of Vitamin and Supplement
Distribution. Tarun will primarily perform the job duties at the
following location: 0000 X. Xxxxxxx Xx., Xxx Xxxxx, Xxxxxx.
B. Gateway desires to have the services of Tarun.
C. Tarun is willing to provide consulting services to Gateway.
Therefore, the parties agree as follows:
1. CONSULTING. Gateway shall employ Tarun for consulting regarding retail
sales and marketing. Tarun shall provide to Gateway the following services:
To promote and sell products, generate new business, acquisitions, and
special projects assigned by the officers of the company. Tarun accepts and
agrees to such Consulting, and agrees to be subject to the general
supervision, advice and direction of Gateway and Gateway's supervisory
personnel. Tarun shall also perform such other unrelated services and
duties as may be assigned to Tarun from time to time by Gateway.
2. BEST EFFORTS OF CONSULTANT. Tarun agrees to perform faithfully,
industriously, and to the best of Tarun's ability, experience, and talents,
all of the duties that may be required by the express and implicit terms of
this Agreement, to the reasonable satisfaction of Gateway. Such duties
shall be provided at such place(s) as the needs, business, or opportunities
of Gateway may require from time to time.
3. COMMISSION PAYMENTS. Tarun will receive $3,000 per week for his services
effective immediately. This will be paid semi-monthly on the tenth day and
the twenty-fifth day of the month, each payment corresponding to the
semi-monthly period that ended approximately fifteen days prior to the
payment date.
4. EXPENSE REIMBURSEMENT. Gateway will reimburse Tarun for "out-of-pocket"
expenses incurred by Tarun in accordance with Gateway's policies.
5. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Tarun shall provide Gateway with
all information, suggestions, and recommendations regarding Gateway's
business, of which Tarun has knowledge that will be of benefit to Gateway.
6. CONFIDENTIALITY. Tarun recognizes that Gateway has and will have
information regarding the following:
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Inventions products product design processes
technical matters trade secrets copyrights customer lists
prices costs discounts business affairs
future plans and other vital information items (collectively, "Information")
which are valuable, special and unique assets of Gateway. Tarun agrees that
Tarun will not at any time or in any manner, either directly or indirectly,
divulge, disclose, or communicate any Information to any third party without the
prior written consent of Gateway, Tarun will protect the Information and treat
it s strictly confidential. A violation by Tarun of this paragraph shall be a
material violation of this Agreement and will justify legal and/or equitable
relief.
7. CONFIDENTIALITY AFTER TERMINATION OF CONSULTING. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
one year period after the termination of Tarun's consulting. During this
period, neither party shall make pr permit the making of any public
announcement or statement of any kind that Tarun was formerly employed by
or connected with Gateway.
8. CONSULTANT'S INABILITY TO CONTRACT FOR EMPLOYER. Tarun shall not have the
right to make any contracts or commitments for or on behalf of Gateway
without first obtaining the express written consent of Gateway.
9. TERM/TERMINATION. Tarun's Consulting under this Agreement shall be for an
unspecified term on an "at will" basis. This Agreement may be terminated by
Gateway upon 30 days written notice and by Tarun upon 30 days written
notice. If Gateway shall so terminate this Agreement, Tarun shall be
entitled to compensation for 30 days beyond the termination date of such
termination, unless Tarun is in violation of this Agreement. If Tarun is in
violation of this Agreement, Gateway may terminate Consulting without
notice and with compensation to Tarun only to the date of such
terminations. The compensation paid under this Agreement shall be Tarun's
exclusive remedy.
10. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this
Agreement, if Tarun becomes permanently disabled and is no longer able to
perform the essential functions of the position with reasonable
accommodation. Gateway shall exercise this option by giving 30 days written
notice to Tarun.
11. COMPLIANCE WITH EMPLOYER'S RULES. Tarun agrees to comply with all of the
rules and regulations of Gateway.
12. RETURN OF PROPERTY. Upon termination of this Agreement, Tarun shall deliver
to Gateway all property which is Gateway's property or related to Gateway's
business (including keys, records, notes, data, memoranda, models, and
equipment) that is in Tarun's possession or under Tarun's control. Such
obligation shall be governed by any separate confidentiality or proprietary
rights agreement signed by Tarun.
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13. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or on the
third day after being deposited in the United States mail, postage paid,
address as follows:
Employer:
Gateway Distributors
0000 X. Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Consultant:
Xxxxx Xxxxxxxxxx
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
14. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
15. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
16. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or enforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provisions
for this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
17. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of the Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforcer and compel strict compliance
with every provision of this Agreement.
18. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
19. Consultant shall operate as an independent contractor and as such be
responsible for all taxes owed. Consultant will receive a 1099 from Gateway
to verify income earned and taxable.
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In witness whereof, the parties have executed this Consulting agreement as of
April 13, 2004.
By: ________________________
Xxxxx Xxxxxxxxxx
Individual
Date: _____________
By: ________________________
Xxxx Xxxxxx
President / CEO
Date: _____________
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