CONSULTING AGREEMENT
THIS AGREEMENT MADE AS OF THE 1st DAY OF SEPTEMBER 2003 (the "Effective Date").
BETWEEN:
INTEGRATED BRAND SOLUTIONS INC., a body corporate under the laws of the State of Nevada and having its registered address at 880 - 00 Xxxx Xxxxxxx Xxxxxx, Xxxx, Xxxxxx, 00000;
(the "Company")
AND:
BULL'S EYE PROMOTIONS INC., a body corporate under the laws of British Columbia and having its business address at 000 - 00 00xx Xxxxxx, Xxx Xxxxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0;
(the "Consultant").
WHEREAS the Consultant has marketing and website optimization expertise relevant to the Company's business (the "Consultant's Expertise");
AND WHEREAS the Company would like access to the Consultant's Expertise;
AND WHEREAS the Company has agreed to retain the consulting services of the Consultant (the "Consulting Services") and the Consultant has agreed to provide Consulting Services to the Company on the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements herein contained, the parties hereto agree (the "Agreement") as follows:
1. Engagement
1.1 The Consultant hereby agrees to make available to the Company, at a location prescribed by the Company and for a minimum of twenty (20) hours per week, the Consultant's Expertise, such to be provided upon the terms and conditions contained in this Agreement.
1.2 The Consultant shall provide its expertise to the Company in respect of the implementation of the Company's business plan, as described in the Company's Form SB-2 registration statement and, in particular, shall:
(a) Develop, implement and optimize a corporate website for the Company; and
(b) Assist the Company in the preparation of its brochures and promotional materials.
2. Duration of Service
2.1 This Agreement shall be in effect for a period of four (4) months or until terminated by either party, for any reason whatsoever and without the obligation to provide reasons, on 30 days advance written notice to the other.
3. Remuneration
3.1 As consideration for the Consulting Services provided to the Company, the Company agrees to:
(a) pay the Consultant a monthly fee of US$3,000;
(b) grant incentive stock options to the Consultant based on performance, subject to the Company implementing a stock option plan.
4. Duties of Consultant
4.1 The Consultant shall:
(a) conform to all lawful instructions and directions from time to time given to it by the Directors of the Company;
(b) devote sufficient time and attention to the business and affairs of the Company; and
(c) well and faithfully serve the Company and use its best efforts to promote the interests of the Company.
5. Non-Exclusive
5.1 The Consultant will have the right to continue providing consulting services under existing consulting agreements and to enter into other consulting agreements so long as such other consulting agreements do not conflict with the provision of the Consulting Services to the Company. For clarification, this is not an exclusive engagement by the Company and the Company shall have the right to engage other consultants to perform the same services as described in this Agreement.
6. Relationship
6.1 The Consultant shall at all times be an independent contractor with control over the manner and means of its performance of the Consulting Services. The Consultant is not an employee, servant or agent of the Company and no partnership, joint venture or agency will be created or will be deemed to be created by this Agreement or by any action of the parties under this Agreement and the Consultant shall not represent itself to have or be in any such relationship with the Company.
7. Confidentiality and Proprietary Rights
7.1 The Consultant acknowledges and agrees that all right, title and interest to any work, plans or ideas related to the business of the Company and performed or conceived by the Consultant in the performance of the Consulting Services ("Work Product") shall be owned by the Company.
7.2 The Consultant agrees that any Work Product created by the Consultant in furtherance of any work or service rendered to the Company by the Consultant, either developed solely or jointly with any other party, shall be the sole and exclusive property of the Company. The Company is and shall be the sole owner of all copyrights, patents and other intellectual property rights in the Work Product.
7.3 The Consultant hereby assigns to the Company any rights the Consultant may have or acquire in the Work Product and waives all claims whatsoever with respect to the Work Product including any moral rights he may have in the Work Product or to its use including the right to restrain or claim damages for any modification of the Work Product or any part thereof whatsoever, and to restrain use or reproduction of the Work Product in any context, and in connection with any product or service. At any and all times, either during or after termination of this Agreement the Consultant shall promptly, on the request of the Company, perform all such acts and execute and deliver all such documents that may be necessary to vest in the Company the entire right, title and interest in and to any Work Product.
7.4 The Company agrees that general knowledge and experience gained by the Consultant prior to or during the Consultant's retainer by the Company, including general techniques, and methods not protected by intellectual property rights and developed by the Consultant and not specific to the Work Product, may be used by the Consultant at any time prior to, during or subsequent to his engagement.
7.5 For the purposes of this section "Confidential Information" means any information identified or reasonably identifiable as confidential and proprietary information of the Company concerning its business interests and which is not generally available to third parties, including business and marketing plans, computer software and related documentation (including all modifications, enhancements and versions thereof) and all notes, memoranda, or summaries prepared by the Consultant in connection with his performance of the Consulting Services. The Consultant agrees that he shall keep confidential and not, directly or indirectly, divulge or disclose to anyone nor use (except in the performance of the Consulting Services) or otherwise appropriate Confidential Information of the Company, during the term of this Agreement and for a period of 5 years thereafter; unless the Consultant can clearly prove that the Confidential Information:
(a) is or has become readily available to the public in the same form, other than through a breach of this Agreement;
(b) was lawfully obtained in the same form by the Consultant from an independent third party without breach of this Agreement and which did not originate from the Company; or
(c) was in the Consultant's possessions in the same form prior to the Consultant's disclosure of such information and did not originate from the Company.
8. General
8.1 The headings and section references in this Agreement are for convenience of reference only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof.
8.2 Time is hereby expressly made of the essence of this Agreement with respect to the performance by the parties of their respective obligations under this Agreement.
8.3 This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, personal representatives, successors and permitted assigns. This Agreement may not be assigned by either party hereto without the prior express written consent of the other party.
8.4 This Agreement constitutes the entire agreement between the parties hereto relating to the subject matter hereof and may not be amended, waived or discharged except by an instrument in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought and this Agreement supersedes all prior agreements between the parties.
8.5 Each of the parties hereto hereby covenants and agrees to execute such further and other documents and instruments and do such further acts and other things as may be necessary to implement and carry out the intent of this Agreement.
8.6 All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered by hand or mailed by postage prepaid double registered mail addressed as follows:
To the Company:
Integrated Brand Solutions Inc.
#000 - 00 X. Xxxxxxx Xxxxxx
Xxxx, Xxxxxx
00000
Attention: The President
To the Consultant:
Bull's Eye Productions
506 - 00 00xx Xxxxxx
Xxx Xxxxxxxxxxx
Xxxxxxx Xxxxxxxx, X0X 0X0
Attention: Sheriff Xxxxxxxx
or to such other address as may be given in writing by the Company or the Consultant and shall be deemed to have been received, if delivered, on the date of delivery and if mailed then on the fifth business day following the posting thereof.
IN WITNESS WHEREOF this Agreement has been duly executed by the parties hereto effective as of the day and year first above written.
INTEGRATED BRAND SOLUTIONS INC.
Per:
/s/ Xxxxxx Xxxxxx
Signature
Xxxxxx Xxxxxx
Name
Director
Title
Sept 1st, 2003
Date of Execution
BULL'S EYE PRODUCTIONS INC.
Per:
/s/ Sheriff Xxxxxxxx
Signature
Sheriff Xxxxxxxx
Name
President
Title
Sept 1st, 2003
Date of Execution
