Consulting Agreement
Exhibit
10.3
0000
Xxxxxxxx
00xx
Xxxxx
Xxx
Xxxx, XX 00000
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October 30th, 2008 |
THIS
Consulting agreement (the “Agreement”) is made and entered into as of October
30th,
2008
(the “Commencement Date”) by and between Xxxxxxxx Xxxxxxxx {A Resident of New
Jersey} (the “Consultant”) and Skins, Inc. {A Nevada Corporation}(the
“Company”).
RECITALS
A. The
Company desires to retain the services of the Consultant for advisory services,
expansion and the services of organizing corporate functions.
B. The
consultant is willing to introduce the company new business acquisitions and
partnerships, advisory services on expansion and organization and assisting
in
organizing corporate functions.
In
consideration of the premises and the covenants contained herein, the Company
and the Consultant agree as follows:
1. Services.
Upon
request of the Company, Consultant hereby agrees to render advisory services,
including but not limited to: strategic planning, assistance in development
of
business opportunities for the Company or its affiliates and assistance in
organizing functions directed by the Company {dinners, shareholder meetings,
corporate and consumer functions in addition to marketing and product placement
initiatives} (collectively, the “Services”).
2. Term
of Agreement.
This
Agreement shall commence on the Commencement Date and shall continue until
twelve (12) months thereafter, unless extended otherwise by written consent
of
the parties (the “Term”). If both parties mutually agree in writing, the term
may be terminated prior to twelve months.
a.
Consulting Fee. The
Company agrees to compensate the Consultant one million four hundred thousand
shares (1,400,000). These shares shall be issued free of encumbrances or
restrictions in the following manner:
a1.
Nine
hundred thousand shares (900,000) shall be issued upon the execution of this
agreement.
a2.
Two
hundred and fifty thousand shares (250,000) shall be issued on the
30th
day of
the execution of the agreement
a3.
Two
hundred and fifty thousand shares (250,000) shall be issued on the
60th
day of
the execution of the agreement.
3. Independent
Contractor.
At all
times during the term of this Agreement, Consultant is and shall be an
independent contractor in providing the Services hereunder, with the sole right
to supervise, manage, operate, control, and direct the performance incident
to
the Services. Nothing contained in this Agreement shall be deemed or construed
to create a partnership or joint venture, to create the relationship of
employee/employer or principal/agent, or otherwise create any liability
whatsoever as partner, joint venture, employer, employee, principal, or agent
for either the Company or Consultant with respect to the indebtedness,
liabilities, or obligations of each other or of any other person or
entity.
4. Liability
of Consultant.
The
Company understands that the Consultant assumes no responsibility under this
Agreement other than to perform the Services in good faith, and Consultant
will
not be responsible for any consequences whatsoever that result from any action
of the Company in following or declining to follow any advice or recommendation
of the Consultant. It is acknowledged and agreed by the Company that
Consultant’s Services provided under this Agreement are consulting only and any
and all decision-making regarding the Company, including without limitation
whether or not to follow any advice by Consultant, is solely the responsibility
of the Company. Consultant will not be liable to the Company except by reason
of
acts constituting bad faith of Consultant or willful malfeasance or reckless
disregard of its duties. The parties hereto recognize and agree that the
effectiveness of the Services and the success of any actions undertaken by
Consultant in connection therewith are not guaranteed or warranted by Consultant
in any respect whatsoever.
5.
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Confidential
Information.
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a.
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Anything
herein to the contrary notwithstanding, the Company will not intentionally
provide Consultant with any material non-public information, unless
both
(i) advising Consultant in writing prior to such disclosure that
the
information about to be provided constitutes material non-public
information and whether, when and by what means the Company intends
to
make such information public and (ii) Consultant, in its sole and
absolute
discretion, agrees in writing to receive such information. In furtherance
of the foregoing, and not in limitation thereof, Consultant may agree
in
writing to receive such information on the condition that the Company
comply with Regulation FD promulgated by the Securities and Exchange
Commission as if the provisions regarding Confidential Information
were
not included in this Agreement and the Consultant was not subject
to any
confidentiality requirements (written, oral, implied, anticipated
or
otherwise) with respect to such
information.
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b.
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Provided
Consultant has agreed to receive material non-public information
with
respect to the Company in the manner provided in subparagraph(a)
of this
Section 6, or the Company has advised Consultant that the information
to
be provided is not material non-public information with respect to
the
Company, Consultant acknowledges that certain information that may
be
disclosed to Consultant by the Company may be confidential, proprietary,
and secret in character. Consultant agrees that such information
will (i)
be kept confidential by Consultant, (ii) not be used by Consultant
in any
way detrimental to the Company, and (iii) not be used other than
in
furtherance of the Services to be provided under this Agreement.
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c.
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The
term “Confidential Information” means any information or knowledge that is
not generally known to the public that is disclosed or made known
to the
Consultant directly or indirectly during the term of this Agreement
(regardless of the form in which communicated and including all notes,
memoranda, records, analyses, test results, surveys, applications
for
governmental approvals, and other documents and items that were prepared
by the Consultant, other employees of the Company, or other persons
or
entities acting at the behest of or in conjunction with the Company
that
incorporate, embody, reflect, describe, or otherwise relate to, in
whole
or in part, the oral or written information made known to the Consultant).
Notwithstanding the foregoing, no item of information otherwise included
in the definition of “Confidential Information” shall be deemed
Confidential Information to the extent that it (i) is or becomes
publicly
available through no fault or breach of this Agreement, (ii) is disclosed
in a non-confidential capacity by the party which would have had
the right
to assert that such information was Confidential Information, (iii)
is
lawfully obtained or could be lawfully obtained from third parties
without
breaching any provision of any non-disclosure agreement, (iv) is
information which is previously known or is developed by the recipient
independently of the disclosing party or (v) must be disclosed pursuant
to
or as required or directed by law or by a court or other tribunal
of
competent jurisdiction. “Confidential Information” also does not include
any business, industry or other analysis previously made or subsequently
developed by Consultants that is not specific to the business activities
of the Company.
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d.
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The
Company acknowledges that Confidential Information is not necessarily
material non-public information regarding the Company and that the
Consultant may, in good faith, determine that any one or more items
of
Confidential Information, individually or in the aggregate, do not
constitute material non-public information with respect to the
Company.
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6. Binding
Effect.
This
Agreement shall be binding upon Consultant and the Company and their respective
successors, assigns, and representatives.
7. Assignment.
Neither
this Agreement nor the rights and obligations hereunder may be assigned by
operation of law or otherwise without the express consent of the other party
(which consent may be granted or withheld in the sole and absolute discretion
of
such other.
8. Governing
Law.
This
agreement shall be interpreted, enforced, construed and governed in accordance
with the laws of the State of New Jersey without giving effect to any choice
or
conflict of law provision or rule (whether of the State of or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than the State of New Jersey and all disputes shall be settled in the
courts of the State of NEW JERSEY.
9. Severability.
If any
term or other provision of this Agreement is invalid, illegal or incapable
of
being enforced under any law or public policy, all other terms and provisions
of
this Agreement will nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or incapable
of being enforced, the parties hereto will negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely
as
possible in an acceptable manner.
10. Entire
Agreement.
This
Agreement (including any Exhibits hereto and the documents delivered pursuant
hereto) constitutes the entire agreement of the parties hereto with respect
to
the subject matter hereof and supersedes all prior agreements and undertakings,
both written and oral, among the parties hereto with respect to the subject
matter.
IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.
FOR THE COMPANY: | FOR THE CONSULTANT: | |||
Skins, Inc. | Xxxxxxxx Xxxxxxxx | |||
By: | ______________________ | By: | ______________________ | |
Xxxx
Xxxxx
Founder/CEO
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Date: | ______________________ | Date: | ______________________ |
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