CONSULTING AGREEMENT
The Consulting Agreement (the “Agreement”) is made as of the 15th day of May 2014, by and between OSL Holdings, Inc. (the “Company”) and Xxxxxxx Xxxxx (the “Consultant”). In consideration of the closing of the Asset Purchase Agreement between Xxxxxxx Xxxxx & Xxxxxxx Xxxxx with OSL Holdings, Inc., dated May 15th, 2014 as well as mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows:
1. Services. The Consultant agrees to provide management and operational services (the “Services”) to and for the Company and its Cannabis Division during the Term (as defined below), as the Company may reasonably request; and as mutually agreed. The Consultant shall deliver such Services either in person or by telephone as the Company may reasonably request. The Consultant agrees to use his best efforts in the performance and delivery of the Services in Exhibit A contemplated hereunder and dedicates daily time and effort to these services.
2. Compensation. The Company shall provide to the Consultant, compensation as follows:
(a) 100,000 shares (the “Shares”) of the Company’s common stock, par value $0,001 per share, which shall be issued to Consultant within ten (10) business days of request by Consultant for each month of service less any shares given within Asset Purchase Agreement executed on May 15th; and $15,000 per month for hours expended each month on Services in Exhibit A;
(b) Reimbursement for expenses incurred in connection with providing the Services, provided that all such expenses were previously approved in writing by the Company.
3. Term. The term of the Agreement (the “Term”) shall commence on the date hereof and shall be monthly thereof, unless extended by written agreement of the parties hereto.
4. Confidentiality.
(a) The Consultant agrees that all materials and information, whether or not in writing, of a private, secret or confidential nature concerning the Company’s technology, business or financial affairs, including the identification of the Company’s customers and clients (collectively, “Confidential Information”) is and shall be the exclusive property of the Company. The Consultant will not disclose any Confidential Information to others outside the Company or use the same for any purposes (other than in the performance of his services as an Consultant to the Company) without the written approval of the Company, either during or after the Term, unless and until such Confidential Information has become public knowledge without fault by the Consultant.
(b) All tangible materials containing Confidential Information or copies thereof and all tangible property of the Company in the Consultant’s custody or possession shall be delivered to the Company upon the earlier of (i) a request by the Company or (ii) termination of the Term. After such delivery, the Consultant shall not retain any such materials or copies thereof or any such tangible property.
(c) The Consultant agrees that his obligation not to disclose or to use information and materials of the types set forth in paragraph (a) above, and his obligation to return materials and tangible property set forth in paragraph (b) above, also extends to such types of information, materials and tangible property of customers or collaborators of the company or suppliers or consultants to the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Consultant in the course of the Company’s business. During the Term and for a period of six (6) months thereafter, the Consultant agrees that he will not enter into an Agreement with any entity that directly competes, or intends to compete with the Company.
(d) During the Term and for a period of six (6) months thereafter, Consultant will not, directly or indirectly, (a) recruit, solicit or induce, or attempt to recruit, solicit or induce any employee or independent Consultants of Company or its affiliates to terminate their employment with, or otherwise cease their relationship with, Company or its affiliates; or (b) directly or indirectly hire or retain any individual who was an employee or independent Consultant of Company during the six (6) months prior to the end of the term of the Agreement.
5. Assignment of Inventions
.
(a) The Consultant will make full and prompt disclosure to the Company of all inventions, improvements, discoveries, methods, developments, software and works of authorship, whether or not patentable or copyrightable, which are created, made, conceived or reduced to practice by the Consultant, or under his direction or jointly with others, as a direct result of the performance of the Services hereunder, whether or not during normal working hours or on the premises of the Company (all of which are collectively referred to in the Agreement as “Developments”).
(b) The Consultant agrees to assign and does hereby assign to the Company (or any person or entity designated by the company) all of her right, title and interest in and to all Developments and all related patents, patent applications, certificates of invention, applications for certificates of inventions, utility models, applications for utility models, copyrights, copyright applications and other industrial and intellectual property rights.
(c) The Consultant agrees to cooperate fully with the Company, both during and after the Term with respect to the procurement, maintenance and enforcement of copyrights, patents, and other industrial and intellectual property rights (both in the United States and foreign countries) relating to Developments.
6. Indemnification. The Company agrees to indemnify, defend, and hold harmless the Consultant from and against any claims or suits by a third party against the Consultant, or any liabilities of judgments based thereon, either arising from the Consultant’s performance of the Services for the Company hereunder or arising from any Company products which result from the Consultant’s performance of the Services hereunder; provided, however, that notwithstanding the foregoing to the contrary, the Company’s obligation to indemnify, defend, and hold harmless the Consultant shall not extend to claims or suits, or any liabilities or judgments based thereon, to the extent they are based on actual alleged breach of the Agreement by the Consultant or infringement of patent rights, misappropriation of trade secrets, or breach of confidentiality by the Consultant, or the gross negligence or willful misconduct of the Consultant; provided further, that the Company shall have sole control over the defense of any claim or suit and that the Consultant may not settle or agree to settle any claim or suit without the Company’s prior written consent.
7. Other Agreements. The Consultant represents that he has all the necessary right, power, and authority to enter into the Agreement, to serve as a Consultant to the Company, to grant the rights granted to the Company by him hereunder, and to fulfill all of her obligations under, and all of the other terms of, the Agreement. The Consultant further represents that his performance of all the terms of the Agreement and as an Consultant to the Company does not and will not breach any other agreement of the Consultant with any other party, including, without limitation, any agreement of the Consultant to refrain from competing, directly or indirectly, with the business of any previous employer or any other party or any agreement to keep in confidence information, knowledge or data acquired in confidence or in trust. The Consultant will not disclose to the Company or induce the Company to use any confidential or proprietary information or material belonging to any previous employer or others. The Consultant will not hereafter grant anyone any rights inconsistent with the terms of the Agreement.
8. Notices. All notices required or permitted under the Agreement shall be in writing and shall be deemed effective upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party at the address shown beneath his signature below, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8.
9. Independent Consultant. The Consultant shall perform all services under the Agreement as an “independent Consultant” and not as an employee or agent of the Company. The Consultant may not assume or create any obligation or responsibility, express or implied, on behalf or in the name of the Company, nor bind the Company in any manner.
10. Publicity. The Company will not use the Consultant’s name in any commercial advertisement or similar material that is used to promote or sell products, unless the Company obtains in advance the written consent of the Consultant.
11. Entire Agreement. The Agreement constitutes the entire agreement between the parties with respect to, and supersedes all prior agreements and understandings, whether written or oral, relating to, the subject matter of the Agreement.
12. Governing Law. The interpretation and construction of the Agreement, to the extent the particular issue is controlled by state law, shall be governed by and construed in accordance with the laws (but not including choice of law provisions) of the State of California. The state and federal courts located in County of Los Angeles, California shall have exclusive jurisdiction to adjudicate all disputes between the Parties concerning the subject matter hereof.
13. Attorneys Fees. The prevailing Party in any dispute concerning the Agreement shall be entitled to recover reasonable attorneys’ fees and costs incurred as a result of defending or prosecuting the claim, as the case may be.
14. Joint Preparation. The Agreement shall be deemed for all purposes to have been prepared through the joint efforts of the Parties hereto and shall not be construed for or against one Party or any other Party as a result of the preparation, submittal, drafting, execution or other event of negotiation hereof.
15. Severability. If any term or other provision of the Agreement is invalid, illegal or incapable of being enforced under any rule of law, all other conditions and provisions of the Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in a materially adverse manner with respect to either Party.
16. Injunctive Relief; Specific Performance. The Parties agree that the services of Consultant are unique and as such the Company shall be entitled to seek injunctive relief and/or specific performance, in addition to other remedies, to enforce its rights under the Agreement.
17. Waiver. No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
18. Successors and Assigns. The Agreement shall be binding upon, and inure to the benefit of, both parties and their respective successors and assigns, including any corporation with which, or into which, the Company may be merged or which may succeed to any part of its assets or business; provided, however, that the obligations of Consultant are personal and shall not be assigned by him.
IN WITNESS WHEREOF, the parties have executed the Agreement as of May 15, 2014.
| COMPANY | ||
| OSL HOLDINGS, INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | President & CEO | |
| CONSULTANT: | |
| /s/ Xxxxxxx Xxxxx | |
| Xxxxxxx Xxxxx |
Exhibit A
Services:
1. Physical Presence at “Koreatown” or other designated location by OSL Holdings for at least 40 hours per week.
2. Training and Scheduling of all Staff
3. Daily Accounting and Bookkeeping
4. Vendor Relations and Management
5. City Management Duties for all compliance paperwork
6. All Hiring, Management of Staff and Firing of Staff
7. Stocking, Purchasing and Location Upkeep
8. Management of Front Office, Back Office and Growing Facilities
9. Maintenance of all equipment and location ascetics.
10. Manage marketing collateral give by OSL Holdings
11. Handle management services payments, accounting, and lease agreements for building and equipment
