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:
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.
(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.
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(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.
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.
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