CONSULTING AND SERVICES AGREEMENT
EXHIBIT
10.14
This Consulting and Services Agreement (this
“Agreement”) is entered into as of March 1, 2018,
among (a) Visualant, Incorporated, a Nevada corporation with its
principal place of business located at 000 Xxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, XX 00000 (the “Company”), and (b) Blaze, Inc. a Delaware
corporation, with its principal place of business located at 000
Xxxxx Xx., Xxxxxxx, XX 00000 (“Blaze”), and Xxxxxxx X. Xxxxx, an
individual residing at 000 Xxxxx Xx.,
Xxxxxxx, XX 00000 (“Bosua”). Blaze and Bosua are sometimes
referred to herein collectively as the “Consultants.”
RECITALS
A. Pursuant to a
letter agreement executed in July 2017 (the “Letter Agreement”), the
Consultants have been performing certain services for the Company
in exchange for the consideration described in the Letter
Agreement. For purposes of this Agreement, the “Effective Date” shall mean the
date the Letter Agreement was executed, which coincides with the
period during which the Consultants have been providing services to
the Company.
B. Pursuant to the
Letter Agreement, 50,000 shares of the Company’s common stock
(the “Common
Stock”) have been issued to Bosua and an additional
50,000 shares of Common Stock will be issued to Bosua. All rights
of the Consultants to the remaining 100,000 shares under the Letter
Agreement are being forfeited in consideration of the arrangement
contemplated by this Agreement and in separate agreements between
the Company and Bosua.
C. This Agreement is
intended to encompass the entire agreement of the parties during
the Term (as defined below).
AGREEMENT
1. Engagement of Consultants. Subject to
the terms and conditions of this Agreement, the Company hereby
engages the Consultants as independent contractors to perform the
services set forth herein, and the Consultants hereby accept such
engagement.
2. Services and Duties. The
Consultants will perform services as requested from time to time by
the Company (the “Services”). Completeness of work
product shall be determined by the Company, and the Consultants
agree to make all revisions, additions, deletions, or alterations
as reasonably requested by the Company.
3. Term. The term of this Agreement shall
be deemed to have commenced on the Effective Date and shall
continue in full force and effect through the earlier of (a)
completion of the Consultants’ respective duties under this
Agreement or (b) termination of this Agreement in accordance with
Section 10 below. The
Agreement may be extended thereafter by written agreement of all
the parties.
4. Compensation. The compensation
payable by the Company to Blaze shall be as agreed separately in
writing by all the parties to this Agreement.
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5. Written
Reports. The Company may request that project plans,
progress reports and a final results report be provided by the
Consultants on a periodic basis. The results report shall be in
such form and setting forth such information and data as is
reasonably requested by the Company.
6. Intellectual Property; Related
Matters. Except as otherwise set forth in this Agreement or
in a separate agreement signed by the parties hereto, any and all
inventions, discoveries, developments and innovations (the
“Intellectual
Property”) of the parties shall be subject to the
following terms:
a.
Any Intellectual
Property conceived by the Company prior to the Term, whether or not utilized by the Consultants in
rendering the Services, shall remain the property of the
Company.
b.
Any
Intellectual Property conceived by the Consultants prior to the
Term, whether or not utilized by the Consultants in rendering the
Services, shall remain the property of the
Consultants.
c.
Any Intellectual
Property conceived by the Consultants or the Company during the
Term, and utilized by the Consultants
in rendering the Services, shall be jointly owned by the
Consultants and the Company.
7. Confidentiality. The parties have
executed a Mutual Non-Disclosure Agreement with an effective date
of on or about August 23, 2017 (the “Mutual NDA”). The parties agree
that the Mutual NDA shall remain in full force and effect in
accordance with its terms.
8. Prohibition Against Xxxxxxx
Xxxxxxx. The
Consultants hereby acknowledge that each of them are aware, and
further agree that Blaze will advise those of its directors,
officers, employees, and agents who may have access to non-public
information about the Company, that US securities laws prohibit any
person who has material, non-public information about a company,
from purchasing or selling securities of such a company or from
communicating such information to any other person under
circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities.
9. Conflicts of Interest; Non-hire
Provision. The Consultants each represent that they are free
to enter into this Agreement and that this engagement does not
violate the terms of any agreement between either of the
Consultants and any third party. Further, neither of the
Consultants, in rendering the Services, shall utilize any
invention, discovery, development, improvement, innovation, or
trade secret which it does not have the legal right to so utilize.
During the Term, Blaze shall cause its employees, contractors, and
agents to devote as much of their productive time, energy and
abilities to the performance of their duties hereunder as is
necessary to perform the required Services in a timely and
productive manner. Notwithstanding the foregoing, Blaze is
expressly free to perform services for other parties while
performing the Services for the Company.
10. Termination. The Company, on the one
hand, and the Consultants on the other hand, may terminate this
Agreement for any reason upon 15 days’ written
notice.
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11. Independent Contractors. This Agreement
shall not render either of the Consultants an employee, partner,
agent of, or joint venturer with the Company for any purpose. The
Consultants are and will remain independent contractors to the
Company. The Company shall not be responsible for withholding taxes
with respect to either Consultant’s compensation hereunder.
The Consultants shall have no claim against the Company hereunder
or otherwise for vacation pay, sick leave, retirement benefits,
social security, worker’s compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of
any kind.
12. Successors and Assigns. All of the
provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, if any,
and permitted successors and assigns. Consultants may not assign
this Agreement without the prior written consent of the Company,
which consent shall not be unreasonably withheld.
13. Choice of Law. The laws of the state of
Washington shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and
duties of the parties hereto and any disputes under this agreement
are subjected to the exclusive jurisdiction of the courts of the
State of Washington.
14. Notices. All notices and other
communications required or permitted hereunder shall be in writing
and shall be deemed effectively given upon personal delivery; upon
confirmed transmission by electronic mail; or upon deposit with the
United States Post Office, by first-class mail, postage prepaid, or
otherwise delivered by hand or by messenger, addressed to the
parties at the addresses set forth in the introductory paragraph of
this Agreement, or at such other address as either party shall have
furnished to the other.
15. Modification or Amendment. No amendment,
change or modification of this Agreement shall be valid unless in
writing signed by the parties hereto.
20.
Entire
Understanding. This Agreement
(together with the Mutual NDA) constitutes the entire understanding
and agreement of the parties, and any and all prior agreements,
understandings, and representations (including but not limited to
the Letter Agreement) are hereby terminated and canceled in their
entirety and are of no further force and
effect.
21.
Severability. If any term or provision of this Agreement is
invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any
other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other
jurisdiction.
(signature page follows)
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VISUALANT, INCORPORATED
By
/s/
Xxxxxx X. Xxxxxxxx
Xxxxxx
X. Xxxxxxxx
CEO
BLAZE INC.
By
/s/
Xxxxx X. Xxxxx
Xxxxx
X. Xxxxx
Chief
Executive Officer
XXXXXXX X. XXXXX
/s/ Xxxxxx X. Xxxxx
[Signature]
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