INDEPENDENT CONTRACTOR AGREEMENT
This
Independent Contractor Agreement ("Agreement") is made and effective this July
1, 2010, by and between Brand Neue Corp. ("Company") and Xxxxxxxx Management
Corporation. ("Consultant").
Now,
therefore, Consultant and Company agree as follows:
1. Engagement.
Company
hereby engages Consultant, and Consultant accepts engagement, to provide
services as Chief Financial Officer for the Company.
2. Time.
Consultant's
daily schedule and hours worked under this Agreement on a given day shall
generally be subject to Consultant's discretion, provided that Consultant shall
provide to Company monthly reports indicating the number of hours worked no more
than five working days after each month end.
3. Payment.
Company
shall pay Consultant monthly the lesser of $150 per hour and
$7,000. One half of the monthly amount earned by Consultant will be
paid in cash. The balance of the other one half of the monthly amount
earned by Consultant will be paid by the Company in the form of Company stock
options with an aggregate option exercise price equal to such
balance. The exercise price of the stock options shall be the fair
market value of the stock at the time of the grant of the stock
options. Any travel or other directly related expenses will be
invoiced by Consultant and paid by Company. When Consultant is
working in the Company’s Burnaby office Consultant will charge a daily per diem
of $50 for all travel related expenses, except hotel costs, which will be billed
to the Company. Consultant’s travel time and expenses between Parksville and
Burnaby shall not be billed to the Company. Invoices will be issued
monthly and will be due when issued.
4. Confidentiality.
During
the term of this Agreement, and thereafter for a period of two (2) years,
Consultant shall not, without the prior written consent of Company, disclose to
anyone any Confidential Information. "Confidential Information" for
the purposes of this Agreement shall include Company's proprietary and
confidential information such as, but not limited to, customer lists, business
plans, marketing plans, financial information, designs, drawing, specifications,
models, software, source codes and object codes. Confidential
Information shall not include any information that:
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A. is
disclosed by Company without restriction;
B. becomes
publicly available through no act of Consultant;
C. is
rightfully received by Consultant from a third party.
5. Termination.
A. This
Agreement may be terminated by Company as follows:
i. If
Consultant is unable to provide the consulting services by reason of temporary
or permanent illness, disability, incapacity or death.
ii. Breach
or default of any obligation of Consultant pursuant to Section 4,
Confidentiality, of this Agreement.
iii. Breach
or default by Consultant of any other material obligation in this Agreement,
which breach or default is not cured within five (5) days of written notice from
Company.
B. Consultant
may terminate this Agreement as follows:
i. Breach
or default of any material obligation of Company, which breach or default is not
cured within five (5) days of written notice from Consultant.
ii. If
Company files protection under the federal bankruptcy laws, or any bankruptcy
petition or petition for receiver is commenced by a third party against Company,
any of the foregoing of which remains not dismissed for a period of sixty (60)
days.
6. Independent
Contractor.
Consultant
is and throughout this Agreement shall be an independent contractor and not an
employee, partner or agent of Company. Consultant shall not be
entitled to nor receive any benefit normally provided to Company's employees
such as, but not limited to, vacation payment, retirement, health care or sick
pay. Company shall not be responsible for withholding income or other
taxes from the payments made to Consultant. Consultant shall be
solely responsible for filing all returns and paying any income, social security
or other tax levied upon or determined with respect to the payments made to
Consultant pursuant to this Agreement. Company agrees that Consultant
can make public reference to Company being a client (without violating terms of
non-disclosure). This includes using Company logo on Consultant
website.
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7. Tools and
Supplies.
Unless
otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder, other than at the Company’s
offices.
8. Controlling
Law.
This
Agreement shall be governed by and construed in accordance with the laws of the
Province of British Columbia.
9. Headings.
The
headings in this Agreement are inserted for convenience only and shall not be
used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
10. Final
Agreement.
This
Agreement constitutes the final understanding and agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations,
understandings and agreements between the parties, whether written or
oral. This Agreement may be amended, supplemented or changed only by
an agreement in writing signed by both of the parties.
11. Notices.
Any
notice required to be given or otherwise given pursuant to this Agreement shall
be in writing and shall be hand delivered, mailed by certified mail, return
receipt requested or sent by recognized overnight courier service as
follows:
If to
Company
Xxxxx
000, 0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx,
XX X0X 0X0
If to
Consultant:
0000
Xxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX X0X 0X0
12. Severability
If any
term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
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IN
WITNESS WHEREOF, this Agreement has been executed by the parties as of the date
first above written.
Xxxxxxxx
Management Corporation
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By:
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Brand
Neue
Corporation
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By:
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