EXHIBIT 10.1
2
Chocolate Printing Company, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
August 1, 2006
Xx. Xxxxx Xxxxxxx
President
Florham Consulting Corp.
00 Xxxxxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
Dear Xx. Xxxxxxx:
The purpose of this letter is to set forth the terms under which Florham
Consulting Corp. (the "Advisor") will provide services to Chocolate Printing
Company, Inc. ("CPC").
1. The term of this agreement shall commence on the date hereof and shall
continue until terminated as provided in paragraph 4 hereof (the "Engagement
Period"). During the Engagement Period, Advisor will assist CPC in developing
and enhancing its Internet and interactive capabilities, including, without
limitation, (i) developing strategies to reach new customers and to better reach
existing customers, (ii) improving CPC's internal operations relating to the
marketing of its products, (iii) promoting customer loyalty for CPC's clients
through Internet communication, (iv) periodically monitoring and testing CPC's
websites to ensure their proper functionality, and (v) identifying, monitoring
and tracking products and companies which may compete with CPC's business and
products over the Internet. Advisor agrees to furnish such time to CPC as
Advisor and CPC deem necessary to accomplish Advisor's obligations hereunder.
2. As full compensation for Advisor's services hereunder, Advisor will be
paid equal to $700 per month payable monthly plus $150 her hour for every hour
of consulting services per month (in excess of four per month) provided by
Advisor to CPC.
Advisor shall be entitled to reimbursement of any out-of-pocket expenses
incurred by him in connection with his activities hereunder provided that
Advisor provides CPC with signed vouchers or other satisfactory evidence of the
occurrence of such expenses.
3. Advisor is not authorized to enter into any agreement or commitment on
CPC's behalf and shall have no right, power or authority to do so or to bind CPC
in any way.
4. This Agreement shall be for a term of one (1) year from the date hereof
and shall automatically be renewed for additional one (1) year periods unless
terminated in writing by either party no later than thirty (30) days prior to
the end of the then term.
5. All notices and other communications under this Agreement shall be in
writing and deemed to have been duly given if mailed by first class, registered
mail, return receipt requested, postage and registry fees prepaid, and addressed
to either of the parties at the addresses set forth herein, or to such other
address as either party may give to the other under this Agreement.
6. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successes and assigns. Neither this
Agreement nor any term thereof may be amended, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party against whom
the enforcement of such amendment, waiver, discharge, or termination is sought.
This Agreement comprises the entire agreement and understanding between the
parties hereto and there are no additional agreements or understandings of any
kind either written or oral which relate to the subject matter hereof.
7. This Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of New York applicable to contracts made and
to be performed solely within such State. The parties hereto hereby consent to
the exclusive jurisdiction of the courts of the State of New York or the Federal
Courts located in New York City or Nassau County, New York to resolve any
disputes hereunder.
8. If any one or more of the provisions of this Agreement shall be held to
be invalid illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions or any part thereof shall not in any
way be affected or impaired thereby.
9. This Agreement may be executed in counterparts.
If the foregoing correctly sets forth your understanding of the matters set
forth above, would you please signify your agreement thereto by signing a copy
of this letter in the space provided below and returning it to us, whereupon
this letter will become a binding agreement between Advisor and CPC.
Very truly yours,
CHOCOLATE PRINTING COMPANY, INC.
/s/ Xxxxxx Xxxxxx
By:____________________________________
Xxxxxx Xxxxxx
President
ACCEPTED AND AGREED THIS
1st DAY OF AUG. 2006
FLORHAM CONSULTING CORP.
/s/ Xxxxx Xxxxxxx
By:____________________________
Xxxxx Xxxxxxx
President
