INDEPENDENT CONTRACTOR AGREEMENT
This
Independent Contractor Agreement ("Agreement") is made and effective this July
1, 2010, by and between Brand Neue Corporation. ("Company") and Xxxxxxxx
Management Corporation. ("Consultant").
Now,
therefore, Consultant and Company agree as follows:
1.
Engagement.
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Company
hereby engages Consultant, and Consultant accepts engagement, to provide
services as Chief Financial Officer for the
Company.
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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 the Consultant
will have monthly reports available 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 will be paid in cash. The balance will be paid by the
release of stock options at an option price equal to the amount earned each
month. Any travel or other directly related expenses will be invoiced by
Consultant and paid by Company. When the Consultant is working in the Company's
Burnaby office he will charge a daily per diem of $50 for all travel related
expenses, except hotel costs, which will be billed to the Company. (Travel time
and expenses between Parksville and Burnaby are not billed) 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 undismissed 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
Brand
Neue Corporation
Xxxxx
000, 0000 Xxxxx Xxxxx Xxxxx
Xxxxxxx,
XX X0X 0X0
If
to Consultant:
0000
Xxxxxxxxx Xxxxxx
Xxxxxxxxxx,
XX X00 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.
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BRAND NEUE
Corporation
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/s/
Xxx Xxxxx
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By:
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XXX
XXXXX
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XXXXXXXX
MANAGEMENT Corporation
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/s/
R. Xxx Xxxxxxxx
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By:
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R. XXX XXXXXXXX |
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