CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") is made effective as of October 27,
2004 by and between Gateway Distributors ("Gateway"), of 0000 X. Xxxxxxx Xx.,
Xxx Xxxxx, Xxxxxx, 00000 and Xxxxxxx Xxxxxx, an individual.
A. Gateway is engaged in the business of Vitamin and Supplement
Distribution. Individual will primarily perform the job duties at the
following location: 0000 X. Xxxxxxx Xx., Xxx Xxxxx, Xxxxxx.
B. Gateway desires to have the services of Individual.
C. Individual is willing to provide consulting services to Gateway.
Therefore, the parties agree as follows:
1. CONSULTING. Gateway shall consult with Individual regarding retail sales
and marketing. Individual shall provide to Gateway the following services:
To promote and sell products, generate new business, acquisitions, and
special projects assigned by the officers of the company. Individual
accepts and agrees to such Consulting, and agrees to be subject to the
general supervision, advice and direction of Gateway and Gateway's
supervisory personnel. Individual shall also perform such other unrelated
services and duties as may be assigned to Individual from time to time by
Gateway.
2. BEST EFFORTS OF CONSULTANT. Individual agrees to perform faithfully,
industriously, and to the best of Individual's ability, experience, and
talents, all of the duties that may be required by the express and implicit
terms of this Agreement, to the reasonable satisfaction of Gateway. Such
duties shall be provided at such place(s) as the needs, business, or
opportunities of Gateway may require from time to time.
3. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Individual shall provide Gateway
with all information, suggestions, and recommendations regarding Gateway's
business, of which Individual has knowledge that will be of benefit to
Gateway.
4. CONFIDENTIALITY. Individual recognizes that Gateway has and will have
information regarding the following:
Inventions products product design processes
technical matters trade secrets copyrights customer lists
prices costs discounts business affairs
future plans and other vital information items (collectively, "Information")
which are valuable, special and unique assets of Gateway. Individual agrees
that Individual will not at any time or in any manner, either directly or
indirectly, divulge, disclose, or communicate any Information to any third party
without the prior written consent of Gateway, Individual will protect the
Information and treat it s strictly confidential. A
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violation by Individual of this paragraph shall be a material violation of this
Agreement and will justify legal and/or equitable relief.
5. CONFIDENTIALITY AFTER TERMINATION OF CONSULTING. The confidentiality
provisions of this Agreement shall remain in full force and effect for a
one year period after the termination of Individual's consulting. During
this period, neither party shall make pr permit the making of any public
announcement or statement of any kind that Individual was formerly employed
by or connected with Gateway.
6. CONSULTANT'S INABILITY TO CONTRACT FOR EMPLOYER. Individual shall not have
the right to make any contracts or commitments for or on behalf of Gateway
without first obtaining the express written consent of Gateway.
7. TERM/TERMINATION. Individual's Consulting under this Agreement shall be for
an unspecified term on an "at will" basis. This Agreement may be terminated
by Gateway upon 30 days written notice and by Individual upon 30 days
written notice. If Gateway shall so terminate this Agreement, Individual
shall be entitled to compensation for 30 days beyond the termination date
of such termination, unless Individual is in violation of this Agreement.
If Individual is in violation of this Agreement, Gateway may terminate
Consulting without notice and with compensation to Individual only to the
date of such terminations.
8. TERMINATION FOR DISABILITY. Gateway shall have the option to terminate this
Agreement, if Individual becomes permanently disabled and is no longer able
to perform the essential functions of the position with reasonable
accommodation. Gateway shall exercise this option by giving 30 days written
notice to Individual.
9. COMPLIANCE WITH EMPLOYER'S RULES. Individual agrees to comply with all of
the rules and regulations of Gateway.
10. RETURN OF PROPERTY. Upon termination of this Agreement, Individual shall
deliver to Gateway all property which is Gateway's property or related to
Gateway's business (including keys, records, notes, data, memoranda,
models, and equipment) that is in Individual's possession or under
Individual's control. Such obligation shall be governed by any separate
confidentiality or proprietary rights agreement signed by Individual.
11. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or on the
third day after being deposited in the United States mail, postage paid,
address as follows:
Employer:
Gateway Distributors
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0000 X. Xxxxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Consultant:
Xxxxxxx Xxxxxx
0000 Xxxxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Such addresses may be changed from time to time by either party by
providing written notice in the manner set forth above.
12. ENTIRE AGREEMENT. This agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other
agreement whether oral or written. This Agreement supersedes any prior
written or oral agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended, if the amendment is
made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or enforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provisions
for this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid or enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of the Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforcer and compel strict compliance
with every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Nevada.
17. Consultant shall operate as an independent contractor and as such be
responsible for all taxes owed. Consultant will receive a 1099 from Gateway
to verify income earned and taxable.
In witness whereof, the parties have executed this Consulting agreement as of
October 29, 2004.
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By: ________________________
Xxxxxxx Xxxxxx
Individual
Date: _____________
By: ________________________
Xxxx Xxxxxx
President / CEO
Date: _____________
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