CONSULTING AGREEMENT
This agreement is between The Right Solution Gateway (the "Company") a Nevada
corporation with headquarters in Las Vegas, Nevada and Xx. Xxxxxx Xxxxxxxx (the
"Consultant"), a resident of Grand Prairie, Texas.
WHEREAS, The Company is a Network Marketing organization that sells nutritional
products based upon proprietary formulations; and
WHEREAS, Consultant is an expert in the field of Nutrition and has consulted
with various Network Marketing companies regarding product development issues
and the development of effective marketing strategies for certain nutritional
products; and
WHEREAS, The Company will add the Consultant to its medical advisory board and
Consultant desires to serve on said Board; and
WHEREAS, The Company desires to use Consultant's services to advise the Company
regarding product development issues and assist in the development of effective
marketing strategies for certain nutritional products; and
WHEREAS, The Company desires Consultant to help develop and effective Marketing
Plan for its products and assist in education, training, and motivating
distributors in the proper use and/or selling of products, and Consultant
desires to do the same; and
NOW THEREFORE, the parties hereto agree to the following:
1. COMPENSATION: Initial draw of $4000 1st month, $3500 2nd month
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and $3000 thereafter towards commissions earned. Consultant will be
place in a center in the company and given the current volume of the
Company under his first leg. Auto ship will be flagged for the six
month period therefore all qualifications are met for commission
earnings. Consultant shall receive twenty million shares of the
Company stock (Preferred B) GWDB within five business days of signing
this agreement. Consultant will be placed in a business center in the
compensation plan in a location currently vacant. Consultant will
receive 5% commissions of all new revenues generated by the Company
until such time his monthly commission reaches $5,000. Commissions
earned in the Consultants center will off set these monthly
commissions. These commissions will be paid by the 20th of each month
for the preceding month.
2. STOCK OPTIONS: The Consultant will be granted stock as follows:
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Company Revenues Stock
$125,000 1,000,000
200,000 1,000,000
300,000 5,000,000
500,000 10,000,000
1,000,000 30,000,000 Initial
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3. EXPENSES: The Company shall pay for company-approved travel and
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reasonable business expenses incurred in the performance of
Consultant's duties. All expenses must be approved in advance by the
Company.
4. TERM: This Agreement shall become effective as of the date set
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forth on the signature page of this Agreement, and shall continue for
a period of six months (the "TERM"). Notwithstanding the foregoing,
the Company or the Consultant shall be entitled to terminate this
Agreement for "cause" upon 30 days' written notice shall be effective
upon mailing by first class mail accompanied by facsimile transmission
to the Consultant at the address and telecopier number last provided
by the Consultant to the Company, "CAUSE" shall be determined solely
as the violation of any rule or regulation of any regulatory agency,
and other neglect, act or omission detrimental to the conduct of
Company or the Consultant's business, material breach of this
Agreement or any unauthorized disclosure of any of the secrets of
confidential information of Company, and dishonesty related to
independent contractor status.
(a) During the Term of this Agreement the Consultant shall
not negotiate or enter into any license, sub-license agreement of
sub-contract or similar agreement with any third parties in respect to
interest granted by the Company to the Consultant pursuant to this
Agreement, and the Consultant shall further refrain from directly or
indirectly, on his own behalf, licensing, sub-licensing or
sub-contracting any right or interest granted by the Company to the
consultant to such third parties without the Company's prior written
consent.
(b) No license or right is granted by the Company to the
Consultant, either expressly or by implication, under any licenses or
rights owned or controlled by the Company, except as expressly set
forth in this Agreement.
(c) The license granted pursuant to this Agreement shall
expire simultaneously with the Term of this Agreement, and shall be
revocable at will by the Company upon written notice to the
Consultant, and the Consultant shall immediately refrain from the use
of any rights granted by the Company to the Consultant with respect to
this license upon receipt of such written notice.
5. SERVICES: Consultant will assist the Company in the selection of
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appropriate candidates to serve on the Companies Scientific Board of
Advisors which will advise the Company regarding product development
and production issues, help develop a Marketing Plan for products and
educate, train, and motivate distributors to use and sell products
through conference calls, live meetings with the distributors, and
through writing white papers and other documentation in support of the
products and marketing plan. Consultant will render a minimum of 30
hours of consulting time each week while providing these services.
Initial
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6. CONFIDENTIALITY: The Consultant covenants that all information
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concerning the Company, including proprietary information, which it
obtains as a result of the services rendered pursuant to this
Agreement shall be kept confidential and shall not be used by the
Consultant except for the direct benefit of the Company nor shall the
confidential information be disclosed by the Consultant to any third
party without the prior written approval of the Company, provided,
however, that the Consultant shall not be obligated to treat as
confidential, or return to the Company copies of any confidential
information that (i) was publicly known at the time of disclosure to
Consultant, (ii) becomes publicly known or available thereafter other
than by any means in violation of this Agreement or any other duty
owed to the Company by the Consultant, or (iii) is lawfully disclosed
to the Consultant by a third party.
7. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby
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acknowledge that the Consultant is an independent contractor. The
Consultant agrees not to hold himself out as, nor shall he take any
action from which others might reasonably infer that the Consultant is
a partner or agent of, or a joint venturer with the Company. In
addition, the Consultant shall take no action, which, to the knowledge
of the Consultant, binds, or purports to bind, the Company to any
contract or agreement.
8. MISCELLANEOUS:
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(a) GOVERNING LAW: This Agreement shall be construed under
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the internal laws of the State of Nevada, and the Parties agree that
the exclusive jurisdiction for any litigation or arbitration arising
from this Agreement shall be in Las Vegas, Nevada.
(b) COUNTERPARTS: This Agreement may be executed in two or
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more counterparts, each of which shall be deemed an original, but
which when taken together shall constitute one agreement.
(c) SEVERABILITY: If one or more provisions of this
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Agreement are held to be unenforceable under applicable law, such
provision(s) shall be excluded from this Agreement and the balance of
this Agreement shall be interpreted as if such provision were excluded
and shall be enforceable in accordance with its terms.
IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to
be executed as of August 16, 2006.
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Consultant
By: Xx. Xxx Xxxxxxxx
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(TRS)
By: Xxxx Xxxxxx
Its: President/CEO
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