CONTRACT FOR PROFESSIONAL CONSULTING SERVICES
This professional consulting agreement is entered into
by and between Xxxxxx X. Xxxxxx, whose principal place of
business is 0000 Xxxxxxxxx Xxxxxx # 000 Xxx Xxxxx, XX 00000,
hereafter referred to as "Consultant," and Barrington Foods,
Inc. a business entity duly organized and operating under
the laws of the State of Nevada whose business address is
0000 Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000, hereafter
referred to as "Barrington." Both Consultant and Barrington
may be collectively referred to as the "parties."
In consideration of the mutual promises, covenants and
representations made herein, the parties agree as follows:
WHEREAS, Barrington is a business entity duly organized
and operating under the laws of the State of Nevada; and
WHEREAS, Barrington is engaged in lawful business
consistent with its articles of incorporation; and,
WHEREAS, Barrington desires to establish a professional
consulting relationship with Consultant, for the express
purpose of having Consultant endeavor to use his
professional expertise towards identifying and presenting
Barrington with potential products for acquisition by
Barrington; for the purpose of facilitating prospective
business entities to enter into advantageous partnerships
with Barrington; and otherwise provide Barrington with
advice concerning business strategies; and
WHEREAS, Consultant is desirous of formalizing a
contractual Relationship with Barrington for the express
purpose of locating prospective and acceptable products for
possible acquisition by Barrington, or for Barrington to
enter into partnership agreements with other business
entities, and to provide Barrington with advice concerning
business strategies;
THUS, THE PARTIES AGREE AS FOLLOWS:
ARTICLE ONE: IDENTIFICATION OF THE PARTIES TO BE BOUND BY
THIS AGREEMENT
Section 1.01 The parties to this agreement are Consultant
and Barrington.
Sections 1.02 For the purposes of this agreement, the
parties' respective addresses are:
Barrington: 0000 Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000.
Consultant: 0000 Xxxxxxxxx Xxxxxx # 000 Xxx Xxxxx, XX 00000.
Section 1.03 Any formal notices or communications needed
to be made pursuant to this agreement, with the exception of
typical daily communications necessary in order to fulfill
the services which are the subject matter of this agreement,
must be made to the respective parties at the addresses
indicated in Section 1.02
ARTICLE TWO: THE TERM OF THIS AGREEMENT
Section 2.01 This agreement, and the covenants and
obligations assumed by the parties hereunder, shall last for
a specific term of one year from the date this agreement
is signed by the parties hereto. If the parties hereto do
not sign this agreement on the same day, then the term of
the agreement shall be twelve months from the latter date
this agreement is signed by either party.
Section 2.02 After this agreement becomes effective by
both parties signing it, and after the term expires, this
agreement may be renewed for another twelve-month term, as
long as both parties are amenable to such a renewal. This
renewal shall be accomplished by the parties signing a
letter of renewal at least thirty (30) days before the
original or pending twelve month term expires. This letter
of renewal need only refer to this agreement and this
subsection, and essentially state that both parties agree to
a single twelve month extension. Both parties must sign the
letter of renewal. Once signed, the exact terms of this
contract will be extended another twelve months, along with
the same obligations and consideration on each parties
behalf, that is, Consultant will continue to provide the
same services provided for herein to Barrington, and
Barrington will compensate Consultant similarly as provided
for in the first or then pending twelve month term.
Section 2.03 If the parties do decide to renew the terms
of this agreement for a successive twelve-month term, all of
the terms, provisions, covenants and obligations of this
agreement will be renewed, unless otherwise modified
pursuant to the express agreement of the parties herein.
ARTICLE THREE: TERMINATION OF THIS AGREEMENT
Section 3.01 If, after the original term of this
agreement, neither Barrington or Consultant desires to
continue on with the provisions hereof, then the declining
party shall communicate this fact to the other at least
thirty days before the expiration of the twelve month term,
and the contract will lapse due to expiration of time.
Section 3.02 If, however, either party commits a material
breach of the covenants and obligations assumed hereunder,
then, for cause, the non-breaching party may choose to
terminate this agreement, and stop either performing the
services called for herein, or cease paying the
consideration called for in this agreement. A material
breach of this agreement will mean either party's failure to
live up to the covenants and obligations assumed hereunder.
If either party believes that a material breach of this
agreement has, or is about to occur, then the ostensible non-
breaching party shall communicate in writing with the
breaching party and attempt to resolve any dispute. If the
dispute cannot be resolved, then the parties agree to submit
the dispute to arbitration. The parties shall choose an
arbitrator from the list of arbitrators available at the San
Diego County Superior Court, located at 000 Xxxx Xxxxxxxx,
Xxx Xxxxx, XX, 00000. The parties shall bear the costs of
arbitration equally. The parties agree that the arbitration
shall be non-binding and shall be governed by the rules set
forth in the California Code of Civil Procedure applying to
Civil Arbitration. The parties agree that if arbitration or
other legal proceedings need to be initiated to enforce the
terms or provisions of this agreement, the prevailing party,
as that party is determined by an arbitrator or a court of
competent jurisdiction, shall have the right to recover all
costs and reasonable attorneys fees. Both parties agree to
submit to the jurisdiction of the Superior Court for the
State of California, County of San Diego.
ARTICLE FOUR: COVENANTS UNDERTAKEN BY THE PARTIES-SERVICES
AND CONSIDERATION THEREFOR
Section 4.01 Consultant agrees to perform the following
financial consulting services on Barrington's behalf:
a. Meeting and conferring with Barrington's management,
board of directors, officers, accountants, independent
contractors, managers, employees and the like in
reviewing potential product acquisition opportunities;
b. Reviewing such documentation as Consultant may find
necessary in evaluating potential partnership
opportunities on behalf of Barrington; and,
c. Performing any analysis that Consultant determines
is necessary in formulating plans, advice,
recommendations and proposals to Barrington regarding
potential business strategies.
Section 4.02 As compensation for the faithful services
assumed herein by Consultant, Barrington agrees to pay to
Consultant 1, 250,000 shares of common securities in
Barrington, and 300,000 shares of restricted common stock in
Barrington pursuant to Rule 144 (d).
a. It is agreed to by the parties hereto that said
payment of stock shall become due and payable
immediately upon the execution of this agreement.
b. It is also expressly agreed to by the parties hereto
that said payment of restricted stock by Barrington to
Consultant shall be non-cancelable.
Section 4.03 Barrington also agrees to reimburse
Consultant for any and all reasonable costs incurred by
Consultant in the performance of the duties undertaken by
this agreement, including, but not limited to: travel
expenses, and long distance phone charges.
ARTICLE FIVE: MODIFICATION
Section 5.01 This agreement, and the terms hereunder,
cannot be modified unless by a signed writing executed by
the parties hereto. The parties acknowledge that this
agreement is the final expression of their agreement, and
merges any and all previous oral and written agreements,
negotiations and communications.
ARTICLE SIX: GOVERNING LAW
Section 6.01 This agreement shall be governed and
interpreted by the laws of the State of California.
ARTICLE SEVEN: EFFECT OF WAIVER
Section 7.01 The waiver by either party of any particular
clause or part of this agreement, or any obligation
hereunder, shall not constitute a waiver of any or all of
the remaining portions of this agreement. Likewise, the
waiver by either party of any specific remedy, or part
thereof, provided for under this agreement, shall not limit
the waiving party's right to any other remedy provided for
under the law of the State of California.
ARTICLE EIGHT: AUTHORITY TO BIND PRINCIPALS
Section 8.01 Each party hereto acknowledges that they have
complete authority to enter into this agreement either
individually, or in a representative or agency capacity with
a corporate, or other business entity.
ARTICLE NINE: NO EMPLOYMENT RELATIONSHIP
Section 9.01 It is recognized and affirmed by the parties
hereto, that Consultant is an independent contractor.
Neither Consultant nor Consultant's employees (if any) or
contract personnel are, or shall be deemed, Barrington's
employees. In its capacity as an independent contractor,
Consultant agrees and represents, and Barrington agrees, as
follows:
a. Consultant reserves the right to perform services
for others during the term of this agreement; however,
Consultant will not perform services for any
competitors of Barrington's during the term of this
agreement, or for a period of two years after the
services rendered under this Agreement have been
completed.
b. Consultant has the sole right to control and direct
the means, manner and method by which it performs the
services to be rendered pursuant to this agreement.
Consultant has the right to perform the services
required under this agreement at any place or location
or at any time it determines is appropriate.
c. Consultant has the power to hire assistants,
subcontractors, or to use employees or contract
personnel to provide the services agreed to herein. The
services to be provided by Consultant to Barrington are
to be performed solely by Consultant, or any
assistants, subcontractors, employees or contract
personnel whom Consultant deems are necessary to
perform said services. Barrington shall not hire,
supervise or control any assistants to help Consultant,
and neither shall Barrington provide any training to
said personnel. Barrington shall not require that
Consultant, or any of Consultant's employees,
assistants, contract personnel or subcontractors devote
full time to the services to be performed herein.
d. Consultant has complied with all federal, state and
local laws requiring business permits, certificates,
and licenses required to carry out the services to be
performed under this agreement.
x. Xxxxxxxxxx will not withhold FICA from Consultant's
payments or make FICA payments on Consultant's behalf;
Barrington will not make state or federal unemployment
compensation contributions on Consultant's behalf; or,
withhold state or federal income taxes from Consultant's
payments.
f. Consultant understands that neither Consultant nor
Consultant's employees or contract personnel are
eligible to participate in any employee pension, health,
vacation pay, sick pay, or other fringe benefit plan of
Barrington.
x. Xxxxxxxxxx shall not obtain workers' compensation
insurance on behalf of Consultant or any of
Consultant's employees, or contract personnel. If
Consultant does have to hire employees or contract
personnel in order to perform the services contemplated
under this agreement, then Consultant will bear all
responsibility for acquiring workers' compensation
insurance and agrees to hold Barrington harmless from
any claim for workers' compensation benefits filed by
one of Consultant's employees, subcontractors or
contract personnel in performing the services rendered
under this Agreement. Consultant also agrees to hold
Barrington harmless from all costs and attorney's fees
in the event that any claim contemplated under this
section by one of Consultant's employees or contract
personnel is filed.
x. Xxxxxxxxxx shall make no state or federal
unemployment compensation payments on behalf of
Consultant or any of Consultant's subcontractors,
employees, or contract personnel. Consultant will not
be entitled to these benefits in connection with work
performed under this agreement.
ARTICLE TEN: CONFIDENTIAL INFORMATION
Section 10.01 The parties understand and acknowledge that
each of them (and their respective employees, consultants
and subcontractors) may have disclosed to it, in
connection with the rendition of services and performance of
their obligations of this agreement, confidential and/or proprietary
information of the other party. The parties hereto agree that said
confidential or proprietary information shall be held strictly confidential,
and that should legal action become necessary to enforce
this clause, the non-breaching party shall recover costs and
attorney's fees as expressed herein.
ARTICLE ELEVEN: ASSIGNMENT
Section 11.01 Neither party hereto may assign this
Agreement without the prior written consent of the other
party signed by such other party's duly authorized
representative, which consent may be given or withheld in
the sole discretion of the applicable party whose consent is
requested.
ARTICLE TWELVE: NOTICES
Section 12.01 All notices in connection with this agreement
shall be deemed given as of the day they are sent by
electronic transmission, sent by facsimile or deposited with
a commercial courier for delivery to other party at the
following addresses:
Barrington: 0000 Xxxxxx Xxxxxx, Xxx Xxxxx, Xxxxxx 00000; and
Consultant: 0000 Xxxxxxxxx Xxxxxx # 000 Xxx Xxxxx, XX 00000.
Dated: June 20, 2003
BARRINGTON FOODS, INC.
By:_________________________________
_________________________
Its:
Dated: June 20, 2003
CONSULTANT
By: _________________________________
Xxxxxx X. Xxxxxx
