CONSULTING SERVICES AGREEMENT
Exhibit
10.26
This
CONSULTING SERVICES AGREEMENT, dated as of March 13, 2018 is by and
between FitLife Brands, Inc., a Nevada corporation (the
“Company”), and
Xxxxxx Xxxx (the “Consultant”).
RECITAL
WHEREAS, the
Company desires to contract with the Consultant to provide certain
executive management services for the Company, and Consultant
agrees to provide such services, each as more particularly set
forth in this Agreement.
NOW,
THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
AGREEMENT
1. Services of the Consultant. The
Consultant shall serve as Interim Chief Executive Officer of the
Company, reporting to the Board of Directors, and shall perform all
such duties required of a Chief Executive Officer, until such time
as a permanent Chief Executive Officer is appointed, or this
Agreement is terminated pursuant to its terms (the
“Services”).
2. Compensation. In consideration
for the Services performed by the Consultant, the Company shall
provide the following compensation to Consultant (i) $225,000 in
annual cash compensation shall be paid to Consultant, payable in
twelve equal monthly installments at the beginning of each month,
and (ii) 225,000 shares of the Company’s common stock, $0.001
par value, shall be issued to Consultant promptly after the
execution of this Agreement.
3. Expenses. Notwithstanding the
above, the Company shall pay or reimburse the Consultant, in
accordance with the Company’s then-current reimbursement
policy, for any expenses reasonably incurred by Consultant in
furtherance of Consultant’s duties hereunder upon submission
by Consultant of vouchers, receipts, or itemized lists thereof
prepared in compliance with such reimbursement policy and as may be
required by the Company in order to permit such payments as proper
deductions to Company under the Internal Revenue Code, as
amended.
4. Termination. This Agreement
shall be terminable by either party on thirty days written notice.
Upon termination, Consultant shall be paid that portion of his
annual compensation owed up to and including the date of
termination.
5. Relationship of Parties. The
Consultant is an independent contractor and not an employee of the
Company. The Company will not provide fringe benefits, including
health insurance benefits, paid vacation, or any other employee
benefit, for the benefit of the Consultant.
6. Confidentiality. Consultant
agrees that he: (i) shall not make any use whatsoever of the
Confidential Information, as defined below, except for permitted
purposes and, without limiting the generality of the foregoing,
shall not use such Confidential Information in connection with any
work performed by Consultant except for permitted purposes; and
(ii) shall not use, or induce others to use, any Confidential
Information for any other purpose whatsoever, nor at any time,
directly or indirectly, print, copy or otherwise produce, in whole
or in part, any Confidential Information, without the prior written
consent of the the Company; and (iii) shall keep all such
Confidential Information strictly secret and confidential and, to
that end, without limiting the generality of the foregoing, cause
all documents or materials relating to or containing such
Confidential Information to be plainly marked to indicate the
secret and confidential nature thereof and prevent unauthorized use
or reproduction of either Confidential Information or documents and
materials embodying the same. The term “Confidential
Information,” as used herein, shall mean, by way of example
but not by way of limitation, licenses, plans, letters,
authorizations, identities, demographics, financial data, and any
and all documents relating to the Confidential Information.
Confidential Information shall not include information which the
Consultant can demonstrate by competent documentary evidence: was
in the public domain or not treated as confidential by the
disclosing party on the date of this Agreement; came into the
public domain through no direct or indirect act or omission of the
Consultant after the date of this Agreement or not treated as
confidential information subject to non-disclosure agreements after
the date of this Agreement; was in the Consultant’s
possession at the time of receipt; or was received by the
Consultant from a third party having the right to disclose it to
the Consultant.
7. Governing Law and Venue. This
Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Nebraska, without regard
to its conflict of laws doctrine. Each party agrees that any action
by either party to enforce the terms of this Agreement may be
brought by the other party in an appropriate state or federal court
in Nebraska and waives all objections based upon lack of
jurisdiction or improper or inconvenient venue of any such
court.
8. 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, related to the subject matter hereof, or otherwise
related to the provision of investment banking, advisory,
management, board advisory or other services to the
Company.
9. Authority to Enter Into this
Agreement. The undersigned warrant that they have the
authority to enter into this Agreement on behalf of the Parties
they represent.
[Remainder of page intentionally left blank – signature page
follows]
IN WITNESS WHEREOF, the Parties have
executed, under seal this Consulting Agreement as of the day and
year first above written.
By:
/s/ Xxxxxxx Xxxxxx
Name:
Xxxxxxx Xxxxxx
Title:
Chief Financial Officer
XXXXXX
XXXX
By:
/s/ Xxxxxx Xxxx
