Consulting Agreement
This agreement is between Whole Living, Inc. dba The Brain Garden
(hereinafter "Whole Living") and Xxx Xxxxxx, and outlines the terms of
obligations of a consulting arrangement between the two parties.
Whereas the principals of Whole Living, Inc. have acquired all assets,
product production and distribution rights, marks, trade dress, product
formulations, distributor list etc. of the Brain Garden LLC from Xxxx Xxxxxx
and Xxx Xxxxxx, and
Whereas Whole Living desires to retain the exclusive services of Xxx Xxxxxx as
a product and sales aid developer and marketing consultant; and
Whereas Xxx Xxxxxx desires to devote his full time and efforts to developing
products and sales aids for Whole Living and to traveling around the country
developing his sales organization with Whole Living; and
Whereas Whole Living has agreed to designate Xxx Xxxxxx as its "Master
Distributor";
Therefore, the parties agree as follows.
Xxx Xxxxxx agrees to devote his full time and effort beginning December 1,
1998 to acting exclusively as product development consultant and sales and
marketing consultant for Whole Living, specifically:
1) Traveling around the country to fulfill meeting schedules set by Whole
Living up to a maximum of 12 events per month. In this capacity, Xx. Xxxxxx
will be acting in the capacity of Independent Representative, and not as an
official spokesman of Whole Living. Xx. Xxxxxx agrees to consult with Whole
Living to define a company "message," and agrees to consistently deliver that
message at each event.
2) Working closely with Xxxx Xxxxxxxx to develop new education programs,
whole-food products and other new products. Xx. Xxxxxx agrees to make himself
available to Xx. Xxxxxxxx to meet each Monday morning (or consult by phone if
necessary) to review progress and set priorities and objectives for the week.
The production and distribution rights to all products will reside with Whole
Living, Inc.
3) In holding events and meetings around the country, Xx. Xxxxxx will be
attentive and sensitive to who may have invited attendees, and will respect
their customary sponsorship rights.
4) Xxx Xxxxxx agrees to give the Brain Garden first right of refusal to
produce and distribute any new product idea.
Whole Living will, as specified above, work with Xxx Xxxxxx in developing
certain sales, training and educational aids and will negotiate, on a case-by-
case basis, a royalty to compensate Xx. Xxxxxx. Whole Living agrees to pay
Xx. Xxxxxx $15,000 before December 1, 1998 (receipt of which is hereby
acknowledged) plus a draw against the royalties in the amount of $5,000 per
month, until such time as royalties exceed the draw amount.
This agreement can be terminated by 90-day written notification of either
party. Termination by Whole Living shall be only "for cause," such as
criminal or irresponsible acts or statements, breach of any provision of this
agreement, etc. In the event of termination, Xx. Xxxxxx agrees not to compete
against Whole Living for a period of two years from the date of termination by
being a principal, employee, consultant or distributor of any other direct
selling company dealing in whole foods or education products. In return for
Whole Living granting Xx. Xxxxxx privileged distributor status, Xx. Xxxxxx
agrees that his down line distributor list will be the exclusive property of
Whole Living in perpetuity. Termination of this consulting agreement will not
automatically terminate Xx. Xxxxxx'x distributorship, as long as he is in
compliance with company policies and procedures, a copy of which is available
to all distributors.
Acknowledged and Agreed, this 30th day of November, 1998.
Whole Living, Inc.
/s/ Xxxx Xxxxxxxx 11/30/98
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Xxxx Xxxxxxxx Date
/s/ Xxx Xxxxxx 11/30/98
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Xxx Xxxxxx Date
