CONSULTING AGREEMENT
Exhibit
10.8
THIS
CONSULTING AGREEMENT (this “Agreement”) is entered into as of the 1st day of
June, 2007, by and between Revolutionary Concepts, Inc. (the “Company”), and
Sedgefield Capital, LLC (the “Consultant”).
Whereas,
the Consultant has expertise and knowledge regarding general business practices,
strategic planning, commercialization and marketing of new products or
technologies; and
Whereas,
the Company has need for the services of the Consultant;
NOW,
THEREFORE, for and in consideration of the mutual promises and covenants
hereinafter set forth, the benefits to the parties to be derived therefrom
and
other good and valuable consideration the receipt and adequacy of which is
hereby acknowledged, it is agreed as follows:
1.
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Services.
The Company hereby retains Consultant and Consultant hereby agrees
to
serve the Company as an independent consultant providing advice and
services to the Company in connection with general business operations,
strategic planning, review commercialization and marketing opportunities
of products and technology developed by the Company and other related
business consulting. Consultant agrees to provide such services to
the
Company as the Company may from time to time reasonably request,
including, without limitation, advice and services with respect to
those
matters as to which he has special competence by reason of its expertise.
Consultant shall make himself available during reasonable business
hours
to perform services requested by the Company that fall within the
scope of
this Agreement and Consultant’s
expertise.
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2.
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Term.
The parties acknowledge that Consultant has provided the services
set
forth in paragraph 1, above, for the three (3) months prior to the
date of
this Agreement and will continue to provide said services for three
(3)
months from the date of this Agreement. At the end of the term of
this
Agreement, this Agreement may be renewed for six (6) additional months,
upon the mutual written consent of the parties.
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3.
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Compensation.
The Company shall pay, and Consultant shall accept, a fee of $20,000.
Any
further and additional compensation shall require the mutual written
consent of the parties.
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4.
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Expenses.
Consultant shall be responsible for his own expenses related to this
Agreement unless any such expenses are pre-approved in writing for
reimbursement by the Company, and in such instance, Consultant shall
provide the Company with all receipts and/or other documentation
concerning such business expenses and the Company, on receipt of
documentation acceptable to it, shall pay such expenses within thirty
(30)
days of the receipt of such
documentation.
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5.
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Independent
Contractor.
Consultant is retained under the terms of this Agreement as an independent
contractor and nothing herein shall be construed as creating an
employer/employee relationship, partnership or joint venture between
the
parties. Consultant shall be solely liable for the payment of any
taxes
imposed or arising out of the payment of the compensation to it by
the
Company as set forth in this Agreement including taxes imposed by
Internal
Revenue Code Sections 3508; 6153 and sections 1401 through 1403.
The
Company agrees to the following rights of Consultant consistent with
an
independent contractor
relationship:
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a) Consultant
has the rights to perform services for others during the term of this
Agreement;
b) Consultant
will furnish all equipment and materials used to provide the services required
by this Agreement;
c) Consultant
has the right to hire assistants as subcontractors, or to use its employees
to
provide the services required by this Agreement, provided that the Company
is
not liable for resulting cost; and
d) Neither
Consultant nor its employees or agents shall be required to devote full time
to
performing the services required by this Agreement.
6.
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Authority
to Act.
The Consultant shall not have the authority to act on behalf of the
Company or to enter into agreements on behalf of the
Company.
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7.
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Working
Facilities.
The Consultant shall provide his own working facilities, and the
Company
shall not be required to provide to Consultant facilities for use
by
Consultant when working on matters for the
Company.
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8.
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Nondisclosure
of Information.
Consultant agrees that during the term of this Agreement, Consultant
will
not, nor will it allow its employees or agents to directly or indirectly,
disclose to any person not authorized by the Company to receive or
use
such information, any of the Company’s confidential or proprietary data,
information, or techniques, or give to any person not authorized
by the
Company to receive it any information that is not generally known
to
anyone other than the Company or that is designated by the Company
as
“limited,” “private,” “confidential,” or otherwise marked to indicate its
confidential nature.
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9.
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Assignment.
The Consultant may not assign the obligations set forth
herein.
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10.
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Entire
Agreement.
This Agreement is separate from all other agreements or understandings
between the parties hereto with respect to the advice and services
to be
provided by Consultant to the Company. This Agreement cannot be modified
except by a written document signed by both parties to this
Agreement.
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11.
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Governing
Law.
This Agreement shall be governed by and interpreted in accordance
with the
laws of the State of North Carolina and venue shall be in the State
of
North Carolina.
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12.
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Attorneys’
Fees.
In the event that either party hereunder institutes any legal proceedings
in connection with its rights or obligations under this Agreement,
the
prevailing party in such proceeding shall be entitled to recover
from the
other party, all costs incurred in connection with such proceeding,
including reasonable attorneys’ fees and
costs.
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13.
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Severability.
If, and to the extent that, any court of competent jurisdiction holds
any
provision of this Agreement to be invalid or unenforceable, such
holding
shall in no way affect the validity of the remainder of this
Agreement.
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14.
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Waiver.
No
failure by any party to insist on the strict performance of any
convenient, duty, agreement, or condition of this Agreement, or to
exercise any right or remedy consequent on a breach thereof, shall
constitute a waiver of any such breach or any other covenant, agreement,
term, or condition.
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15.
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Confidential
Nature.
This Agreement is confidential in nature and, accordingly, neither
the
Consultant nor the Company or their officers, directors, employees
and
agents shall disclose its terms or conditions to any other parties
unless
required to do so pursuant to an order of a court or administrative
body
having proper jurisdiction over the parties and this Agreement or
pursuant
to the requirements of the Securities Act of 1933(as amended) or
the
Exchange Act of 1934(as amended) or any rule or regulation promulgated
thereunder.
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/s/
Xxx
Xxxxxx
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Xxxxxx
Xxxxxx
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Revolutionary
Concepts, Inc.
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
X. Xxxxxx
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Sedgefield
Capital, LLC
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