CONSULTING AGREEMENT
This Agreement is made effective as of July 25, 1997, by and between Chicken
Kitchen Corporation, of 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx
00000, and Xxxxxx & Associates, Ltd., of 15 C County Road, Xxxxxxxx XX 00 0 XX,
Xxxxxx Xxxxxxx.
In this Agreement, the party who is contracting to receive services shall be
referred to as ""CKC"", and the party who will be providing the services shall
be referred to as ""S & A"".
"S & A" has an extensive background in Restaurant Management, and particularly
in the grilled chicken segment, and is willing to provide services to "CKC"
based on this background.
"CKC" desires to have services provided by "S & A".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on July 01, 1997, "S & A"
will provide the following services (collectively, the "Services"):
General Restaurant Consulting Services, particularly in the
Operations, Human Resources & Training, Franchising, Real Estate,
Construction & Design aspects.
2. PAYMENT. "CKC" will pay a fee to "S & A" for the Services based on $1,500.00
to $2,00.00 per week. This fee shall be payable weekly, no later than 7 days
after the end of each applicable week during which Services were performed. Upon
termination of this Agreement, payments under this paragraph shall cease;
provided, however, that "S & A" shall be entitled to payments for periods or
partial periods that occurred prior to the date of termination and for which "S
& A" has not yet been paid.
Additionally, within the next twelve months, "S& A" will be paid a lump sum of
$1,000,000.00 (one hundred thousand dollars) together wit 200,000 of restricted
common shares of "CKC" that were already issued by the Company's treasury.
3. TERM/TERMINATION. This Agreement may be terminated by either
party upon 90 days written notice to the other party.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that
"S & A is an independent contractor with respect to "CKC", and
not an employee of "CKC". "CKC" will not provide fringe
benefits, including health insurance benefits, paid vacation,
or any other employee benefit, for the benefit of "S &A".
5. ASSIGNMENT. "S &A"'s obligations under this Agreement may not
be assigned or transferred to any other person, firm, or
corporation without the prior written consent of "CKC".
6. INTELLECTUAL PROPERTY. The following provisions shall apply
with respect to copyrightable works, ideas, discoveries,
inventions, applications for patents, and patents (collectively,
"Intellectual Property"):
7. CONFIDENTIALITY: "S & A" recognizes that "CKC" has and will
have the following information:
- products
- future plans
- business affairs
- trade secrets
- Manual Of Operations (M.O.P.)
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of "CKC" and need to be protected from
improper disclosure. In consideration for the disclosure of the Information, "S
& A" agrees that "S & A" will not at any time or in any manner, either directly
or indirectly, use any Information for "S & A"'s own benefit, or divulge,
disclose, or communicate in any manner Information to any third party without
the prior written consent of "CKC. "S & A" will protect the Information and
treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.
8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality
provisions of this Agreement shall remain in full force and effect
after the termination of this Agreement.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of Information are
special and unique assets of "CKC" that need to be protected from disclosure,
and in consideration of the disclosure of the Information, "S & A" agrees and
covenants that for a period of 24 months following the termination of this
Agreement, whether such termination is voluntary or involuntary, "S & A" will
not directly or indirectly engage in any business competitive with "CKC". This
covenant shall apply to the geographical area that includes all of the States of
the United States of America and the United Kingdom. Directly or indirectly
engaging in any competitive business includes, but is not limited to, (i)
engaging in a business as owner, partner, or agent, (ii) becoming an employee of
any third party that is engaged in such business, or (iii) becoming interested
directly or indirectly in any such business, or (iv) soliciting any customer of
"CKC" for the benefit of a third party that is engaged in such business. "S & A"
agrees that this non-compete provision will not adversely affect the livelihood
of "S & A".
10. RETURN OF RECORDS. Upon termination of this Agreement, "S & a" shall deliver
all records, notes, memoranda, models, and equipment of any nature that are in
"S & A"'s possession or under "S & A's control and that are "CKC's property or
relate to "CKC"'s business.
11. NOTICES. All notices required or permitted under this
Agreement shall be in writing and shall be deemed delivered when
delivered in person or deposited in the United States mail, postage
prepaid, addressed as follows:
IF for "CKC":
Chicken Kitchen Corporation
Xx. Xxxxxxxxx xx Xxxxxxxxx
President & C.E.O.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
IF for "S & A":
Xxxxxx & Associates, Ltd.
Xx. Xxxxxxxx X. Xxxxxx
Managing Director
00 X Xxxxxx Xxxx
Xxxxxxxx XX 16 2 PU, United Kingdom
Such address may be changed form time to time by either party by providing
written notice to the other in the manner set forth above.
12. 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.
13. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be invalid
or unenforceable for an reason, the remaining provisions shall continue to be
valid and enforceable. If a court finds that any provision of this Agreement is
invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written,
construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to
enforce any provision of this Agreement shall not be construed as
a waiver or limitation of that party's right to subsequently
enforce and compel strict compliance with every provision of this
Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws
of the State of Florida.
Party receiving services:
Chicken Kitchen Corporation
By:
Chicken Kitchen Corporation
Party providing services:
By:
Xxxxxx & Associates, Ltd.
Managing Director
