CONSULTING AGREEMENT
Exhibit 10.1
This
Consulting Agreement ("Agreement") is made between SUNCOAST NUTRICEUTICALS,
INC., a Delaware corporation ("Suncoast") and XXXXXXX MANAGEMENT AND TRADING,
INC., a New York corporation ("Xxxxxxx"), with respect to the
following:
RECITALS
WHEREAS,
Xxxxxxx is in the business of providing business planning, marketing services
and general financial consulting services to privately held and publicly held
corporations; and
WHEREAS,
Suncoast is a development-stage company in the suncare, skincare, and
nutriceutical industry, and wishes to retain the services of
Xxxxxxx.
AGREEMENT
IN
CONSIDERATION of the mutual promises made by Xxxxxxx and Suncoast, and the terms
and conditions hereafter set forth, the receipt and adequacy of such
consideration being mutually acknowledged, Xxxxxxx and Suncoast therefore agree
to the following:
1. TERMS
OF THIS CONSULTING AGREEMENT:
A. TERM:
The initial turn shall be for four (4) years commencing upon the date of
execution of this Agreement.
B. CONSULTING
SERVICES: Xxxxxxx will provide general assistance to Suncoast in the
areas of business planning, marketing services and general financial consulting
services, assisting Client in the promotion of the Corporation's day
to day marketing activities; acting as an advisor to Suncoast for and
capital-raising offerings or initiatives undertaken by the
Corporation.
C. CONSIDERATION:
For services rendered by Xxxxxxx on behalf of Suncoast pursuant to this
Agreement, upon execution of this Agreement, Suncoast shall compensate Xxxxxxx
through the issuance to Xxxxxxx of 500,000 Shares of Suncoast Common
Stock. In addition, Xxxxxxx shall receive a sales commission equal to
15% of any revenues received by Suncoast through the sales promotion and
marketing efforts of Xxxxxxx.
D. EXPENSES.
Unless otherwise agreed to in writing, each party shall be responsible for its
own costs with regard to the terms and conditions set forth in this
Agreement.
E. EXTENSIONS
AND RENEWALS: This Agreement may be extended ("Extension Period") on an annual
basis by mutual agreement of the parties, following a mutual1y negotiated,
written amendment to this Agreement specifying the new time period, the terms of
the Amendment and Clifton’s compensation for the Extension Period. Notice of
mutually agreed extension amendment must comply with Section
1-F.
1
F. OFFICIAL
NOTICE. All official communications or legal notices shall be given in writing
by registered or certified mail, addressed to the respective party at the postal
address or other address(es) as each party may hereafter designate in writing,
or when sent by facsimile transmission, charges
prepaid.
The present addresses of the parties are as follows:
00000
Xxxxx Xxxx
Xxxxxxxxxxx,
XX 00000
XXXXXXX
MANAGEMENT & TRADING
0000
Xxxxx Xxx., #000
Xxx Xxxx,
XX 00000
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2.
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CONFIDENTIALITY
OF PROPRIETARY INFORMATION:
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A.
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CONFIDENTIAL
INFORMATION
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1.
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"Confidential
Information" means any proprietary information, technical data or know-how
disclosed to Xxxxxxx, either directly or indirectly in writing, orally, by
drawing, or by inspection or other tangible items. Confidential
information shall include, without limitation, all business, product,
research and financial plans of Suncoast disclosed to or discussed with
Xxxxxxx.
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2.
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Suncoast
agrees not to use any of Clifton’s confidential information for its own
uses or for any purpose except to carry out discussions or a business
understanding between Xxxxxxx and
Suncoast.
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3.
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Xxxxxxx
agrees not to disclose any of Suncoast’s confidential information to any
third party and, and that they will take all reasonable measures to
protect the secrecy of and avoid disclosure or use of Suncoast’s
confidential information.
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4.
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Xxxxxxx
and Suncoast acknowledge that nothing in this Agreement will be construed
as granting any rights, by license or otherwise, to either party's or any
of its parent or sibling companies' confidential information, except as
specified in this Agreement.
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5.
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Xxxxxxx
agrees to be bound by the above terms contained in this Section concerning
Suncoast’s confidential and proprietary information that may be obtained
in the course of this Agreement.
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B.
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UNAUTHORIZED
USE: Both parties agree that any unauthorized use of any proprietary
information whether accidental or otherwise shall be construed as
intentional and shall be considered a breach of this
Agreement.
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3.
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ARBITRATION:
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A.
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All
disputes that cannot be settled between the parties together under this
Agreement, shall be settled by arbitration in accordance with the rules of
the American Arbitration Association then
controlling.
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B.
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DISPUTES
SHALL NOT AFFECT AGREEMENT. Disputes, differences or controversies between
the parties during the term of this Agreement shall not interrupt
performance of this Agreement.
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1.
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In
the event of any such dispute, difference or controversy this agreement
shall continue to be in full force, and settlements and payments shall be
made in the same manner as prior to such dispute, difference or
controversy, until the matter in dispute has been finally determined
between the parties.
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4.
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TERMINATION
OF AGREEMENT:
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A.
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BREACH:
Unilateral termination of this Agreement prior to conclusion of the 3 year
term shall be considered breach of this
Agreement.
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B.
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COSTS
DUE UPON BREACH: Notwithstanding any breach of this Agreement by Suncoast,
Xxxxxxx shall be entitled to receipt of fees, hard costs, compensation and
expenses incurred for actual work
performed.
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5.
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CONTROLLING
LAWS OF AGREEMENT:
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A.
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BEST
EFFORTS BASIS: Xxxxxxx agrees that it will at all times faithfully, to the
best of its experience, ability and talents, perform all the duties that
may be requried of and from it pursuant to the terms of this Agreement.
There is no guarantee that its efforts will have any impact on Suncoast’s
business or that any subsequent financial improvement will result from
it's efforts. Client understands and acknowledges that the success or
failure of Clifton’s efforts will be predicated on Client's assets,
operating results and management
decisions.
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B.
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BINDING
LAW: This Agreement shall be subject to all valid applicable laws, rules
and regulations of the State of New York. In the event that this
Agreement, any of its provisions, or its outlined operations are found to
be inconsistent with or contrary to any such laws, rules or regulations,
the latter shall control. Furthermore, if commercially
practicable, this Agreement shall be considered modified accordingly and
shall continue in full force and effect as so
modified.
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1.
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Both
parties reserve the right to meet within a reasonable time and discuss any
necessary amendments or modifications should the modified Agreement not be
commercially practicable in the opinion of either party's legal
counsel.
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2.
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In
the event of litigation or other dispute resolution, this Agreement shall
be controlled by the laws of the Commonwealth of
Pennsylvania.
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3.
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In
the event of dispute resolution, disputes, differences, or controversies
shall be heard in the venue of the Commonwealth of Pennsylvania, County of
Bucks.
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C.
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ENTIRE
AGREEMENT: This Agreement shall constitute the entire Agreement between
the parties unless modified by a written amendment signed by all of the
parties or their successors in interest. There are no other agreements,
undertakings, restrictions, representations or warranties among the
parties other than those described and provided for in this Agreement and
expressly signed by the parties
therein.
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D.
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WAIVER:
Suncoast agrees that Clifton’s failure to enforce any provision or
provisions of this Agreement shall not in any way be construed as a waiver
of that provision or provisions, nor shall such failure prevent it from
thereafter enforcing each and every provision of this
Agreement.
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6.
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DUE
DILIGENCE: The parties herein agree to mutually cooperate with each other
concerning any reasonable requests with respect to pursing proper and
necessary due diligence.
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7.
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XXXXXXX
IS NOT AN AGENT OR EMPLOYEE OF SUNCOAST: Clifton’s obligations
under this Agreement consist solely of the services previously described.
In no event shall Xxxxxxx be considered to act as an employee, affiliate
or agent of Suncoast or otherwise represent or bind Suncoast. For the
purposes of this Agreement, Xxxxxxx is an independent contractor. All
final decisions with respect to acts of Suncoast, whether or not made
pursuant to or in reliance on information or advice furnished by Xxxxxxx
in this Agreement, shall be those of Suncoast. Clifton’s
employees or agents shall under no circumstances be liable for any expense
incurred or loss suffered by Suncoast as a consequence of such action or
decisions.
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8.
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FACSIMILE
COUNTERPARTS: This Agreement may be executed in counterpart,
and an electronic facsimile of the signed Agreement may be executed in
counterpart.
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SIGNATURES
AGREED TO
this 10th day of
November, 2007
SUNCOAST
NUTRICUETICALS, INC.
/S/
Xxxxx XxXxxxxxx
Xxxxx
XxXxxxxxx
President
XXXXXXX
MANAGEMENT & TRADING, INC.
/S/
Seth Fireman
Seth
Fireman
Director
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