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EXHIBIT 6.30
CONSULTING SERVICES AGREEMENT, DATED APRIL 15, 1997,
BY AND BETWEEN THE COMPANY AND XXXXXX XXXXX
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CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (this "Agreement") is entered
into as of April 15, 1997, between Sequester Holdings, Incorporated (formerly
known as KCD Holdings Incorporated) (the "Company") and Xxxxxx X. Xxxxx.
WHEREAS, the Company is engaged in marketing and distributing a
line of diet aid products, including (i) a dietary supplement called
"SeQuester(R) 1", (ii) an appetite suppressant called "SeQuester(R) 2", (iii) a
Chromium caplet which is a mineral necessary for proper carbohydrate metabolism
called "SeQuester(R) 3", and (iv) "PhytoQuest(TM)" which has the potential to
inhibit the gastrointestinal absorption of cholesterol (collectively, the
"Products"); and
WHEREAS, the Company desires to hire Xx. Xxxxx for ongoing
consulting services regarding advertising, design and marketing and Xx. Xxxxx
desires to perform such services, in accordance with the terms and conditions of
this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements contained in this Agreement, the parties, intending to
be legally bound, hereby agree as follows:
30. Services. While this Agreement is in effect, Xx. Xxxxx agrees to
render consulting services to the Company including, without
limitation, consultation and advice regarding package design,
consumer and trade advertising, database marketing, consumer and
trade promotions, merchandising (off-shelf displays, brochures,
etc.), development of sales materials, co-op programs and trade
shows, sales meetings, and development of introductory programs.
31. Manner of Performing Services. Xx. Xxxxx agrees to perform the
services required by this Agreement in a professional manner.
32. Compensation. In consideration for the services to be rendered
hereunder, Xx. Xxxxx shall be paid as follows:
32.1 Daily Rates. $600 per day and $350 per half day. It is understood
that services rendered for six hours or more during a day shall be
paid for at the "day rate," and services rendered for periods of
six hours or less shall be paid at the "half day" rate.
32.2 Expenses. The Company will also reimburse Xx. Xxxxx for all out of
pocket expenses for research, travel, shipping or delivery,
communication charges, and similar expenses. Such expenses will be
reimbursed at Xx. Xxxxx'x cost and Mr.
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Hatto shall furnish supporting invoices for all amounts submitted
for reimbursement. All media purchases and all production expenses,
including design, copy, typography, engravings, lithography,
photography, illustrations, and the like, and any other
expenditures in excess of $1,000 will be estimated by Xx. Xxxxx in
advance and submitted to the Company for pre-approval before any
such work begins. Any applicable sales tax will be paid by the
Company. Xx. Xxxxx agrees not to charge the Company for local
travel time, local or long distance telephone calls,
non-extraordinary postage expenses or similar day-to-day expenses.
32.3 Options. While this Agreement is effective, Xx. Xxxxx shall be
eligible for grants of stock options and other awards under the
Company's 1997 Stock Plan, subject to the terms of the plan.
32.4 Invoices. Xx. Xxxxx will send invoices to the Company from time to
time for services rendered in arrears, which invoices will be due
within 21 calendar days of receipt. Any work not connected to a
specific project will be invoiced on a daily basis.
33. Termination. Either party may terminate this Agreement upon sixty
days' prior written notice to the other party.
34. Representations and Warranties. Each party represents and warrants
to the other that such party has the legal right, authority and
capacity to enter into this Agreement and to render the services
described herein, and that the delivery and execution of the
Agreement will not violate the terms of any other agreement to
which such party is subject.
35. Arbitration. Any dispute arising out of this Agreement shall be
settled by arbitration by a single arbitrator in accordance with
the commercial arbitration rules of Judicial Arbitration and
Mediation Services, Inc. Arbitration shall be conducted in Los
Angeles, California. The parties agree that Los Angeles, California
is a reasonable and convenient place for any arbitration hereunder,
and agree to submit to the jurisdiction of the California courts
with respect to any judgment relating to this Agreement. Any
judgment upon the award rendered by the arbitrator may be entered
in any court having jurisdiction. The arbitrator shall not have any
authority to award punitive or any other non-compensatory damages.
The decision of the arbitrator shall be binding upon the parties
and shall be
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reviewable only in the event of gross error of law. Any party may
pursue the remedy of specific performance of this Agreement, or
seek an injunction in the event of a breach of this Agreement or in
aid of exercising any power granted hereunder, or any combination
thereof, in any court having jurisdiction without resort to
arbitration.
36. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties hereto
with respect to the subject matter hereof, and contains all of the
covenants and agreements between the parties with respect to such
subject matter.
37. Assignment. Xx. Xxxxx shall not have the right to assign, transfer
or delegate this Agreement or any of his rights or obligations
hereunder without the prior written consent of the Company. The
Company may, without the approval of Xx. Xxxxx, transfer its rights
or obligations hereunder in connection with the sale of
substantially all of its business or the merger or consolidation of
the Company.
38. Notices. Any notice or other communication required or permitted to
be given hereunder will be in writing, and shall be deemed given
upon, (i) personal delivery, upon delivery, (ii) a nationally
recognized overnight courier service, the day after the deposit for
overnight delivery with such service, (iii) U.S. Mail, first class
postage-prepaid, three days after deposit or (iv) facsimile
transmission, upon electronic confirmation of receipt, addressed to
the parties as set forth below or to such other address as any
party may have furnished to the other in writing:
If to Company: Sequester Holdings, Incorporated
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx Xxxxxxx, XX 00000
(Fax: 000-000-0000)
If to Xx. Xxxxx: Xxxxxx X. Xxxxx
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(Fax:____________)
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39. Governing Law. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in
accordance with the substantive laws of the State of California,
without giving effect to the principles of choice of laws or
conflicts of law.
40. Severability. If any provision of this Agreement or the application
of any provision hereof to any person or circumstances is held
invalid, unenforceable or otherwise illegal, the remainder of this
Agreement and the application of such provision to any other person
or circumstances will not be affected, and the provision so held to
be invalid, unenforceable or otherwise illegal will be reformed to
the extent (and only to the extent) necessary to make it
enforceable, valid or legal.
41. Miscellaneous. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge
is agreed to in writing signed by Xx. Xxxxx and the Company. No
waiver by either party hereto at any time of any breach by the
other party hereto or compliance with any condition or provision of
this Agreement to be performed by such other party will be deemed a
waiver of similar or dissimilar provisions or conditions at the
same or at any prior or subsequent time. The section headings used
in this Agreement are designed for convenient reference only and
are not to be used for the purpose of interpreting any provision of
this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the day and year first above written.
"COMPANY"
Sequester Holdings, Incorporated
By: _______________________________
Its: _______________________
"XX. XXXXX"
___________________________________
Xxxxxx X. Xxxxx
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