Exhibit 10.18
Xxxxxx Xxxxx and Associates Consulting Agreement
Xxxxxx Xxxxx Associates, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
March 28, 2002
Mr. Xxxxxxx Xxxxx
Maxmillian Partners LLC
00 Xxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Re: Consulting Agreement
Dear Xxxxxxx:
This letter confirms the mutual understanding and agreement between Maxmillian
Partners LLC (the "Company") and Xxxxxx Xxxxx Associates, Inc. ("MTA") with
respect to the Company's engagement of MTA to provide services upon the terms
and conditions specified herein.
1. Engagement. The Company hereby retains MTA to perform, and MTA hereby agrees
to perform, consulting and advisory services for the Company during the term of
this agreement. These services shall include working with the Company and its
Chairman to develop and implement marketing ideas and concepts in connection
with the proposed beverage industry roll-up. Such services shall be performed at
such times and at such locations as shall be mutually satisfactory to MTA and
the Company. MTA is being engaged as an independent contractor and will not be
an agent of the Company, and the officers and employees of MTA shall act solely
on behalf of MTA and shall not be officers, employees or agents of the Company.
The services to be performed by MTA hereunder shall be performed by Xxxxxx X.
Xxxxx, who agrees, if requested to do so, to serve on the Board of Advisors.
2. Compensation and Expenses. As compensation for the services to be performed
hereunder, the Company shall pay MTA an annual fee of $100,000. such fee shall
be payable quarterly in advance.
MTA also will be reimbursed by the Company for all reasonable out-of-pocket
business and travel expenses incurred or paid by MTA during the term of this
agreement in the course of MTA's performance of services for the Company
hereunder, within 30 days following submission of customary documentation
therefore. MTA shall be entitled to reimbursement for first class airfare.
3. Term. The initial term of MTA's engagement hereunder shall commence on the
earlier of the date of formation of the limited liability company referred to in
paragraph 8 or April 1, 2002 and shall terminate on the first anniversary of the
commencement date. Such initial term shall continue thereafter until either
party give 90 days' prior written notice to the other party of its intention to
terminate this agreement.
4. Confidential Information. During the term of this agreement, MTA shall, and
shall cause its officers and employees to keep secret and retain in strictest
confidence, and shall not use for its benefit or the benefit of others, any and
all confidential information relating to the Company disclosed to MTA in the
course of its consultancy including, without limitation, trade secrets, customer
lists and other secret or confidential aspects of the Company's business, and
MTA shall not disclose such information, nor permit its officers or employees to
disclose such information to anyone outside the Company or any of its
affiliates, except in the performance by MTA of its services hereunder or as
required by law in connection with any judicial or administrative proceeding or
inquiry (provided prior written notice thereof is given by MTA to the Company)
or with the Company's prior written consent, unless such information is know
generally to the public or the trade through sources other than MTA's (or its
officers' or employees') unauthorized disclosure.
5. Entire Agreement. This agreement contains the entire agreement between the
parties hereto with respect to the subject matter hereof and supersedes all
other agreements and understandings with respect thereto, oral or otherwise.
6. Amendment. No amendment, modification or waiver of this agreement or any of
its provisions shall be binding unless made in writing and signed by both
parties hereto, except in the case of a waiver or consent, which shall be signed
by the party against which enforcement in sought.
7. Governing Law. This agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirety with such state.
8. Assignment. Upon establishment of a limited liability company formed as the
platform for the beverage industry roll-up, this agreement shall be assigned to,
and become the obligation of, such limited liability company.
If the foregoing accurately reflects the agreement between us, please confirm
your approval and acceptance thereof by signing the enclosed copy of this letter
and returning it to the undersigned.
Very truly yours,
XXXXXX XXXXX ASSOCIATES, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: President
AGREED AND ACCEPTED:
MAXMILLIAN PARTNERS LLC
By: /s/ J. Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title:
