CONSULTING AGREEMENT
CONSULTING AGREEMENT dated January 20, 2004 between XXXXXX XXXXXXXXX of 0000
Xxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx. X0X 0X0 (the
"Consultant") and XXXXXX CAPITAL CORP, a corporation duly organized and
operating under the laws of the state of Nevada whose business address is 00
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxx, XX, 00000-0000 ("Xxxxxx").
WHEREAS. Xxxxxx has acquired an exclusive license to sell, develop, market and
distribute consumer deodorant breath products, animal deodorant breath product*
and son drink products (the "Business"};
AND WHEREAS Xxxxxx wishes to retain the Consultant as an independent contractor,
and the Consultant wishes to be retained in such capacity and to perform certain
services for Xxxxxx to promote the interests of the Business.
NOW THEREFORE, in consideration of the mutual covenants and premises contained
herein and other good and valuable consideration the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows: .
A. CONSULTING
1. Xxxxxx hereby retains UK Consultant and Consultant hereby accepts such
engagement, for the term and under the conditions and requirements specified
herein, with such duties and responsibilities as may reasonably be assigned to
pursuant to this Agreement, including research, development, implementation and
management of all "new business" opportunities of Xxxxxx. The Consultant's
compensation shall be that specified below.
2. Consultant's principal duties shall include conducting market research in
Canadian markets with a view to assessing the demand and viability of the
products of Xxxxxx in such markets. However, the Consultant shall have no
authority to accept, reject or modify any contract entered into by Xxxxxx'x
officers or directors, without the express written consent of Xxxxxx.
3. Consultant shall receive executive compensation of One Million, One Hundred
and Fifty Thousand (1,150,000) fully paid and non-assessable free trading shares
of common securities of Xxxxxx for the various services the Consultant performs
as required by senior management of Xxxxxx (the "Compensation") The Consultant
shall hill Xxxxxx for ail ordinary, reasonable and necessary business expenses
and Xxxxxx shall pay such amounts, if any, in a timely manner. Compensation
shall become due and payable immediately upon execution of this Agreement.
4. The Consultant shall devote the Consultant's best efforts, all the times and
places reasonably deemed appropriate to the duties hereunder. However, it is
expressly agreed
that the Consultant may serve as a consultant, manager, investor, or employee to
other persons, without limitation.
5. The principal place of business of the Consultant shall be at such places as
the Consultant, in Consultant's reasonable discretion, may choose from time to
time. The Consultant shall provide not less man 20 days advance nonce of any
change in the principal place of business.
B. STATUS OF CONSULTANT
I. The Consultant shall be treated in all respects as an independent contractor
and Xxxxxx shall not withhold any taxes on account of services rendered to it by
the Consultant. The Consultant represents mat the Consultant regularly holds
itself out as a consultant to others, maintains its own office, has business
cards other man for services provided to Xxxxxx, and assumes all risk of the
Consultant's classification as an independent contractor and not an employee
C. TERM OF RETAINER
I. The term for which the Consultant shall be retained hereunder shall commence
on the date hereof and shall terminate upon the earlier of (i) the cessation of
the Business of Xxxxxx, (ii) the death or substantial disability of the
Consultant; or (iii) the last day of the eighth month following the date of this
Agreement. However, notwithstanding anything herein to the contrary, this
Agreement shall terminate on September 30, 2004.
D. EXTENSION. TERMINATION AND ARBITRATION
1. If the Consultant shall be terminated by Xxxxxx, the Consultant shall be
entitled to any amounts due and owing as compensation under their Agreement to
the extent earned, as defined herein, on a pro-rata basis beyond the period
covered by the initial issuance of shares, plus reimbursement for ordinary,
reasonable and necessary expenses incurred prior to termination.
2. If the Consultant'* engagement by Xxxxxx is terminated for any reason, the
Consultant agrees to protect the value of Taster's Confidential Information and
Inventions and will prevent their misappropriation or disclosure. The Consultant
agrees not to disclose any Confidential Information or Inventions for the
Consultant's benefit or the benefit of any third party, or to the detriment of
Xxxxxx or its clients.
3 Any disputes arising between the Consultant and Xxxxxx shall be settled by
Arbitration in the State and under the Laws of Colorado.
(pound). DISABILITY OR DEATH
1. The Consultant shall be deemed substantially disabled if (i) the Consultant
and Xxxxxx agree that the Consultant is substantially disabled; (ii) for a
period of thirty (3O)
consecutive days, the Consultant is unable, as a result of any physical, mental
or emotional illness, ailment, or accident effectively discharge the
Consultant's duties hereunder. If the Consultant shall be substantially disabled
as defined herein, Xxxxxx may then immediately upon notice to the Consultant
terminate this Agreement and Xxxxxx'x obligation to pay the Consultant the
Compensation will likewise terminate.
F. EXPENSES
1. Xxxxxx shall be responsible for any and all ordinary, reasonable and
necessary expenses which the Consultant incurs in performing die duties assigned
hereunder. The Consultant shall be responsible to provide reasonable
corrobonuion to Xxxxxx of any such expenses.
H. MISCELLANEOUS
1. This Agreement constitutes the entire agreement between die panics hereto,
supercedes all existing agreements between them, and cannot be changed or
terminated except by a written agreement, signed by all parties and may not be
assigned by either party.
2. This Agreement shall be construed in accordance with the substantive law of
Nevada.
EXECUTED FOR AN ON BEHALF of the parties on the date first written above.
CONSULTANT XXXXXX CAPITAL CORP.
/s/ Xxxxxx XxXxxxxxx
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Name: Xxxxxx XxXxxxxxx
