Exhibit 10.2
CONSULTING AGREEMENT
RECITALS
CONSULTING AGREEMENT entered into this 1st day of November 2009 by and between
Xxxxx Container, Corp, (the "Company"), and Taste of Aruba (US), Inc.
("Consultant").
WHEREAS, the Company desires the services of Consultant for a term of one year
("Term") in the areas of Corporate Image Advertising, Business Development, and
Business Strategy for the Company (the "Services") in connection with the
Company's business, namely, biodegradable plastic bottle pre-form manufacturing
(the "Business");
WHEREAS, in consideration for the Services, the Company shall pay the Consultant
with its restricted common stock that shall be issued upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. PROVISION OF SERVICES
Duties of Consultant, The Consultant will provide such services and advice to
the Company so as to advise the Company in business development, business
strategy and corporate image. Without limiting the generality of the foregoing,
Consultant will also assist the Company in developing, studying and evaluating
proposals, prepare reports and studies thereon when advisable, and discussions
pertaining thereof. Consultant would undertake such services under the direction
of an individual to be appointed by the Company's President.
2. COMPENSATION
In consideration of Services rendered and to be rendered during the Term, the
Company hereby agrees to compensate the Consultant by issuing one share of its
restricted common stock for every two shares held by the Consultant's
shareholders of record on January 1, 2010. Shareholders holding odd number of
shares will be rounded down. The Consultant is responsible for expenses that
occur as a result of this Agreement.
Consultant, and its shareholders, acknowledges that this issuance constitutes
taxable compensation and that any tax liability related thereto shall be the
responsibility of Consultant. In these regards, the Company will issue the
Consultant the proper tax form, with the value of the shares being determined
based upon the closing price of the Company's stock on the date of issuance.
3. PROPERTY
All work performed by Consultant pursuant to this Agreement in connection with
the Services or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the "Products"), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultant's right, title and interest in and
to the Products, and in connection therewith, to execute and deliver such
documents and take other steps, in order to enable the Company, in its sole
discretion, to obtain grants of patent and registration of copyright and
trademark, both domestic and foreign, in connection with the Products.
4. CONFIDENTIAL INFORMATION
The Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business, as
well as business and financial information related thereto (the "Confidential
Information"). Notwithstanding the foregoing, "Confidential Information" shall
not include and the provisions of this Agreement will not apply to any
information disclosed by the Company and/or Consultant (1) if such information
is demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant; (3)
was already in Consultant's possession at the time of disclosure to Consultant
(whether such time of disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5) was lawfully
received by Consultant from a third party without restrictions on disclosure or
use.
Using no less effort than the Consultant would use to maintain the
confidentiality of his own confidential and proprietary information, the
Consultant shall maintain in strict confidence and shall not disclose at any
time, without the prior written consent of the Company, any of the Confidential
Information to any other person or entity, unless such information has entered
the public domain through lawful means, without violation of this Agreement, or
pursuant to requirements of law or court order.
5. SEVERABILITY
In the event that any one or more provisions herein shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision hereof.
6. NO ASSIGNMENT
Consultant's obligations hereto with respect to provision of Services shall not
be assignable to any other person without the express written consent of the
Company.
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7. TERMINATION
This Agreement may be terminated in writing with the signatures of both the
Consultant and the Company. Unless so terminated, this Agreement shall remain in
effect for the entire Term. Further, if the Consultant is terminated without
cause, the Company shall continue to pay the Consultant the full compensation
due, as described in Section 2 of this Agreement, for the remaining Term of this
agreement.
8. MISCELLANEOUS
This Agreement (I) constitutes the entire agreement between the parties hereto
with respect to the subject matter hereof and shall supersede all prior
understandings and agreements as to such subject matter; (ii) may be amended or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives, successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of Arizona.
IN WITNESS WHEREOF, the parties hereto have executed this Consultant Agreement
as of the date and year first above written.
CONSULTANT:
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, President & COO
COMPANY:
/s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx, President & COO
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