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EXHIBIT 10.3
SAMMUTT AGREEMENT
CONSULTING AGREEMENT
This Agreement is made effective as of July 25, 1997, by and between
Chicken Kitchen Corporation, of 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx,
Xxxxxxx 00000, and Xxxxxx & Associates, Ltd., of 15 C County Road, Xxxxxxxx XX
00 0 XX, Xxxxxx Xxxxxxx.
In this Agreement, the party who is contracting to receive services
shall be referred to as ""CKC"", and the party who will be providing the
services shall be referred to as ""S & A"".
"S & A" has an extensive background in Restaurant Management, and
particularly in the grilled chicken segment, and is willing to provide services
to "CKC" based on this background.
"CKC" desires to have services provided by "S & A".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on July 01, 1997, "S & A" will
provide the following services (collectively, the "Services"): General
Restaurant Consulting Services, particularly in the Operations, Human Resources
& Training, Franchising, Real Estate, Construction & Design aspects.
2. PAYMENT. "CKC" will pay a fee to "S & A" for the Services based on
$1,500.00 to $2,00.00 per week. This fee shall be payable weekly, no later than
7 days after the end of each applicable week during which Services were
performed. Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that "S & A" shall be entitled to payments for
periods or partial periods that occurred prior to the date of termination and
for which "S & A" has not yet been paid.
Additionally, within the next twelve months, "S& A" will be paid a lump
sum of $1,000,000.00 (one hundred thousand dollars) together wit 200,000 of
restricted common shares of "CKC" that were already issued by the Company's
treasury.
3. TERM/TERMINATION. This Agreement may be terminated by either party
upon 90 days written notice to the other party.
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4. RELATIONSHIP OF PARTIES. It is understood by the parties that "S & A
is an independent contractor with respect to "CKC", and not an employee of
"CKC". "CKC" will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
"S & A".
5. ASSIGNMENT. "S & A"'s obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of "CKC".
6. INTELLECTUAL PROPERTY. The following provisions shall apply with
respect to copyrightable works, ideas, discoveries, inventions, applications for
patents, and patents (collectively, "Intellectual Property"):
7. CONFIDENTIALITY: "S & A" recognizes that "CKC" has and will have the
following information:
- products
- future plans
- business affairs
- trade secrets
- Manual Of Operations (M.O.P.)
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of "CKC" and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
"S & A" agrees that "S & A" will not at any time or in any manner, either
directly or indirectly, use any Information for "S & A"'s own benefit, or
divulge, disclose, or communicate in any manner Information to any third party
without the prior written consent of "CKC. "S & A" will protect the Information
and treat it as strictly confidential. A violation of this paragraph shall be a
material violation of this Agreement.
8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of
this Agreement shall remain in full force and effect after the termination of
this Agreement.
9. NON-COMPETE AGREEMENT. Recognizing that the various items of
Information are special and unique assets of "CKC" that need to be protected
from disclosure, and in consideration of the disclosure of the Information,
"S & A" agrees and covenants that for a period of 24 months following the
termination of this Agreement, whether such termination is voluntary or
involuntary, "S & A" will not directly or indirectly engage in any business
competitive with "CKC". This covenant shall apply to the geographical area that
includes all of the States of the United States of America and the United
Kingdom. Directly or indirectly engaging in any competitive business includes,
but is not limited to, (i) engaging in a business as owner, partner, or agent,
(ii) becoming an employee of any third party that is engaged in such business,
or (iii) becoming interested directly or indirectly in any such business, or
(iv) soliciting any customer of
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"CKC" for the benefit of a third party that is engaged in such
business. "S & A" agrees that this non-compete provision will not adversely
affect the livelihood of "S & A".
10. RETURN OF RECORDS. Upon termination of this Agreement, "S & A"
shall deliver all records, notes, memoranda, models, and equipment of any nature
that are in "S & A"'s possession or under "S & A's control and that are "CKC's
property or relate to "CKC"'s business.
11. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for "CKC":
Chicken Kitchen Corporation
Xx. Xxxxxxxxx xx Xxxxxxxxx
President & C.E.O.
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
IF for "S & A":
Xxxxxx & Associates, Ltd.
Xx. Xxxxxxxx X. Xxxxxx
Managing Director
00 X Xxxxxx Xxxx
Xxxxxxxx XX 16 2 PU, United Kingdom
Such address may be changed form time to time by either party by providing
written notice to the other in the manner set forth above.
12. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
13. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
14. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for an reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision
it would become valid and enforceable, then such provision shall be deemed to be
written, construed, and enforced as so limited.
15. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce
any provision of this Agreement shall not be construed as
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a waiver or limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.
16. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Florida.
Party receiving services:
Chicken Kitchen Corporation
By:
Chicken Kitchen Corporation
Party providing services:
By:
Xxxxxx & Associates, Ltd.
Managing Director
