CONSULTING AGREEMENT
This
Consulting Agreement (the "Agreement") is by and between HOUSE
OF BRUSSELS CHOCOLATES INC.,
a
Nevada corporation ("Company") and XXXXXX
XXXXXXX
("Consultant").
W
I T N E S S E T H:
WHEREAS,
Consultant has provided services to the Company; and
WHEREAS,
the Company has not compensated the Consultant for his services;
and
WHEREAS,
Company
desires to engage Consultant to provide services as provided herein;
and
WHEREAS,
Consultant desires to accept such engagement.
NOW,
THEREFORE,
for and
in consideration of the mutual covenants and agreements contained herein,
and
for other good and valuable consideration, the receipt and sufficiency of
which
are hereby acknowledged, the parties hereto agree as follows:
1. Service.
Company
hereby engages Consultant and Consultant hereby accepts engagement with Company
upon the terms and conditions hereinafter set forth.
2. Duties.
Subject
to the power of the Chief Executive Officer of Company, Consultant will serve
the Company as a Financial Consultant. In general, the scope of the Consultant’s
duties shall be to provide advice and assistance to the Company with respect
to;
a) its treasury functions, b) financial accounting and reporting issues,
c)
regulatory reporting and d) significant equity or financial transactions.
Company and Consultant expressly understand the scope of such services are
strictly advisory. The nature and content of any actions, reports, decisions
or
obligations undertaken in connection with the advice or assistance provided
by
the Consultant are solely the obligation of the Company.
3. Term.
Subject
to the terms and conditions hereof, the term of engagement of Consultant
will
terminate on December 1, 2006, unless earlier terminated by either party
pursuant to the terms hereof.
4. Compensation
and Benefits During the Engagement Term.
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(a)
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S-8
Stock.
As quickly as practicable, the Company shall cause to be issued
to the
Consultant 280,000 shares of the Company’s registered common stock under
the terms of an Form S-8 filing with the Securities and Exchange
Commission.
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(b)
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Expenses.
Upon
submission of a detailed statement and reasonable documentation,
Company
will reimburse Consultant in the same manner as officers of the
Company
for all reasonable and necessary or appropriate out-of-pocket travel
and
other expenses incurred by Consultant in rendering services required
under
this Agreement,
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(c)
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Benefits;
Insurance. The
Consultant will be entitled to participate in any benefit plan
or program
of the Company that may currently be in place or implemented during
the
term of this engagement.
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(d)
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Intellectual
Property.
It is agreed by the Parties that all intellectual property rights
and
other intangible assets, including, without limitation, tradenames,
trademarks, servicemarks, corporate names, logos and any existence
or
possible combination or derivation of any and all of the same and
any food
products created by Consultant during the term of this Agreement
shall
remain the sole property of the
Company.
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5. Confidentiality
and Non-Competition.
(a)
Confidentiality.
In the
course of the performance of Consultant's duties hereunder, Consultant
recognizes and acknowledges that Consultant may have access to certain
confidential and proprietary information of Company or any of its affiliates.
Without the prior written consent of Company, Consultant shall not disclose
any
such confidential or proprietary information to any person or firm, corporation,
association, or other entity for any reason or purpose whatsoever, and shall
not
use such information, directly or indirectly, for Consultant's own behalf
or on
behalf of any other party. Consultant agrees and affirms that all such
information is the sole property of Company and that at the termination and/or
expiration of this Agreement, at Company's written request, Consultant shall
promptly return to Company any and all such information so requested by
Company.
The
provisions of this Section 5 shall not, however, prohibit Consultant from
disclosing to others or using in any manner information that:
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(i)
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has
been published or has become part of the public domain other than
by acts,
omissions or fault of Consultant;
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(ii)
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has
been furnished or made known to Consultant by third parties (other
than
those acting directly or indirectly for or on behalf of Consultant)
as a
matter of legal right without restriction on its use or disclosure;
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(iii)
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was
in the possession of Consultant prior to obtaining such information
from
Company in connection with the performance of this Agreement;
or
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(iv)
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is
required to be disclosed by law.
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(b) Non-Competition.
Consultant agrees that without consent of the Company, he will not, for himself,
on behalf of, or in conjunction with any person, firm, corporation or entity,
either as principal, Consultant, shareholder, member, director, partner,
consultant, owner or part-owner of any corporation, partnership or any other
type of business entity, directly or indirectly, own, manage, operate, control,
be employed by, participate in, or be connected in any manner with the
ownership, management, operation, or control of any business that engages
in the
same business as the Company or is in any business similar to or competitive
with the business presently conducted by the Company during the course of
this
engagement.
Consultant
agrees not to hire, solicit or attempt to solicit for engagement by Consultant
or any company to which he may be involved, either directly or indirectly,
any
party who is an Consultant or independent contractor of the Company or any
entity which is affiliated with the Company, or any person who was an Consultant
or independent contractor of the Company or any entity which is affiliated
with
the Company within the three year period immediately following the termination
of this Agreement.
Consultant
acknowledges that he has carefully read and considered all provisions of
this
Agreement and agrees that:
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(i)
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Due
to the nature of the Company's business, the foregoing covenants
place no
greater restraint upon Consultant than is reasonably necessary
to protect
the business and goodwill of the Company;
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(ii)
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These
covenants protect the legitimate interests of the Company and do
not serve
solely to limit the Company's future
competition;
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(iii)
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This
Agreement is not an invalid or unreasonable restraint of
trade;
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(iv)
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A
breach of these covenants by Consultant would cause irreparable
damage to
the Company;
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(v)
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These
covenants are reasonable in scope and are reasonably necessary
to protect
the Company's business and goodwill which the Company has established
through its own expense and effort;
and
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(vi)
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The
signing of this Agreement is necessary as part of the consummation
of the
transactions described in the preamble.
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6. Termination.
This
Agreement and the engagement created hereby will terminate (i) upon the death
or
disability of Consultant under section 6(a) or 6(b), or without cause under
Section 6(c). Regardless of the manner in which the Agreement terminates,
all
compensation provided in this Agreement shall be considered fully vested
in and
earned by the Consultant upon termination.
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(a)
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Disability.
The
Company shall have the right to terminate the engagement of the
Consultant
under this Agreement for disability in the event Consultant suffers
an
injury, illness, or incapacity of such character as to substantially
disable him from performing his duties without reasonable accommodation
by
the Company hereunder for a period of more than one hundred twenty
(120)
consecutive days upon the Company giving at least thirty (30) days
written
notice of termination.
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(b)
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Death.
This
Agreement will terminate on the Death of the
Consultant.
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(c)
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Without
Cause. The
Company may terminate this Agreement without
cause.
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8 Waiver
of Breach.
The
waiver by any party hereto of a breach of any provision of this Agreement
will
not operate or be construed as a waiver of any subsequent breach by any
party.
9. Costs.
If any
action at law or in equity is necessary to enforce or interpret the terms
of
this Agreement, the prevailing party will be entitled to reasonable attorney's
fees, costs and necessary disbursements in addition to any other relief to
which
he or it may be entitled.
10. Notices.
Any
notices, consents, demands, requests, approvals and other communications
to be
given under this Agreement by either party to the other will be deemed to
have
been duly given if given in writing and personally delivered or within two
days
if sent by mail, registered or certified, postage prepaid with return receipt
requested, as follows:
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If
to Company:
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0000
Xxxxxxx Xxx
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Xxxxx,
X.X., Xxxxxx, X0X 0X0
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Attention:
Xxxxx Xxxxxxxx, President
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If
to Consultant:
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Xxxxxx
Xxxxxxx
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0
Xxxxxxx Xxxxx
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Xxxxxxx,
Xxxxx 00000
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11. Entire
Agreement.
This
Agreement and the agreements contemplated hereby constitute the entire agreement
of the parties regarding the subject matter hereof, and supersede all prior
agreements and understanding, both written and oral, among the parties, or
any
of them, with respect to the subject matter hereof.
12. Severability.
If
any
provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws effective during this Agreement, such provision
will be fully severable and this Agreement will be construed and enforced
as if
such illegal, invalid or unenforceable provision never comprised a part hereof;
and the remaining provisions hereof will remain in full force and effect
and
will not be affected by the illegal, invalid or unenforceable provision or
by
its severance herefrom. Furthermore, in lieu of such illegal, invalid or
unenforceable provision there will be added automatically as part of this
Agreement a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and
enforceable.
13. Arbitration.
If
a
dispute should arise regarding this Agreement the parties agree that all
claims,
disputes, controversies, differences or other matters in question arising
out of
this relationship shall be settled finally, completely and conclusively by
arbitration in Texas in accordance with the Commercial Arbitration Rules
of the
American Arbitration Association (the "Rules"). The governing law of this
Agreement shall be the substantive law of the State of Nevada, without giving
effect to conflict of laws. A decision of the arbitrator shall be final,
conclusive and binding on the Company and Consultant. Any arbitration held
in
accordance with this paragraph shall be private and confidential and no person
shall be entitled to attend the hearings except the arbitrator, Consultant,
Consultant's attorneys, a representative of the Company, the Company's
attorneys, and advisors to or witnesses for any party. The matters submitted
to
arbitration, the hearings and proceedings and the arbitration award shall
be
kept and maintained in the strictest confidence by Consultant and the Company
and shall not be discussed, disclosed or communicated to any persons except
as
may be required for the preparation of expert testimony. On request of any
party, the record of the proceeding shall be sealed and may not be disclosed
except insofar, and only insofar, as may be necessary to enforce the award
of
the arbitrator and any judgment enforcing an award. The prevailing party
shall
be entitled to recover reasonable and necessary attorneys' fees and costs
from
the non-prevailing party and the determination of such fees and costs and
the
award thereof shall be included in the claims to be resolved by the arbitrator
hereunder.
14. Captions.
The
captions in this Agreement are for convenience of reference only and will
not
limit or otherwise affect any of the terms or provisions hereof.
15. Gender
and Number.
When
the
context requires, the gender of all words used herein will include the
masculine, feminine and neuter and the number of all words will include the
singular and plural.
16. Counterparts.
This
Agreement may be executed in one or more counterparts, each of which will
be
deemed an original and all of which will constitute one and the same instrument,
but only one of which need be produced.
17. Counterparts
and Facsimiles.
This
Agreement may be executed in multiple counterparts and in any number of
counterparts, each of which shall be deemed an original but all of which
taken
together shall constitute and be deemed to be one and the same instrument
and
each of which shall be considered and deemed an original for all purposes.
This
Agreement shall be effective with the facsimile signature of any of the parties
set forth below and the facsimile signature shall be deemed as an original
signature for all purposes and the Agreement shall be deemed as an original
for
all purposes.
IN
WITNESS WHEREOF,
the
parties hereto have duly executed this Agreement effective as of the day
and
year first above written.
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COMPANY:
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By:
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/s/
Xxxxx Xxxxxxxx
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Xxxxx
Xxxxxxxx, Chief Executive Officer
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Date:
April 21, 2006
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CONSULTANT:
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By:
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/s/
Xxxxxx Xxxxxxx
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Xxxxxx
Xxxxxxx
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Date:
April 21, 2006
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Consulting Agreement - Page 5
