CONSULTING AGREEMENT
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This Consulting Agreement ("Agreement") is to be effective as of the 21st day of
April 2005, by and between Gateway Distributors, Ltd ("Company"), whose mailing
address is: 0000 Xxxxxx Xxxx, Xxx Xxxxx, Xxxxxx and Xxxxxxxxx X. Xxxxxxx
("Consultant"), an individual, having her principal mailing address at 0000
Xxxxxxx Xxxxx, Xxxxxx, Xxxxx Xx, Xxxxxxxxxx 00000?
For the purposes of this Agreement, either of the above shall be referred to as
a "Party" and collectively as the "Parties".
The Parties hereby agree as follows:
1. APPOINTMENT OF XXXXXXXXX X. XXXXXXX. Company hereby appoints Consultant and
Consultant hereby agrees to render services to Company as a Marketing and
Real Estate asset research consultant
2. SERVICES. During the term of this Agreement, Consultant shall provide
advice to undertake for and consult with the Company concerning management
of sales and marketing resources, consulting, strategic planning, corporate
organization and structure, financial matters in connection with the
operation of the businesses of the Company, expansion of services,
acquisitions and business opportunities, and shall review and advise the
Company regarding its and his overall progress, needs, and condition.
Consultant agrees to provide on a timely basis the following enumerated
services plus any additional services contemplated thereby:
(a) The implementation of short-range and long-term strategic
planning to fully develop and expand the Company's Real Estate
asset base by increasing resources, products, product research
and development along with product marketing services and
acquisitions.
(b) The development and implementation of an advanced marketing
program to enable the Company to expand the market opportunity
for its products and services along with the promotion of the
Company's image of its products and services.
(c) To consult with and advise the Company's principals regarding
recruitment opportunities for the employment of key executives
consistent with the expansion of the company's operations.
(d) Assisting with identifying, evaluating, structuring, negotiating,
and assist with closing of joint ventures, strategic alliances,
business acquisitions, and advise with regard to the ongoing
managing and operating of such acquisitions upon consummation
thereof.
(e) Advise with recommendations regarding corporate financing
including the structuring, terms, and content of bank loans,
institutional loans, private debt funding, mezzanine financing,
blind pool financing, and other preferred and common stock equity
private or public financing.
TERM. The term ("Term") of this Consulting Agreement shall be for a period
of Six months commencing on the date hereof with a mutual option to renew
at the discretion of all parties.
3. COMPENSATION. See Attachment "A".
4. CONFIDENTIALITY. Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the Term of this
Consulting Agreement, any trade secrets or other information designated as
confidential by Company which is acquired by Consultant in the course of
performing services hereunder. Any financial advice rendered by Consultant
pursuant to this Consulting Agreement may not be disclosed in any manner
without the prior written approval of Company.
5. INDEMNIFCATION. Company, its agents or assigns hereby agree to indemnify
and hold Consultant harmless from and against all losses, claims, damages,
liabilities, costs or expenses (including reasonable attorney's fees,
collectively the "Liabilities"), joint and several, arising from the
performance of this Consulting Agreement, whether or not Consultant is
party to such dispute. This indemnity shall not apply, however, and
Consultant shall indemnify and hold Company, its affiliates, control
persons, officers, employees and agents harmless from and against all
liabilities, where a court of competent jurisdiction has made a final
determination that Consultant engaged in gross recklessness and willful
misconduct in the performance of its services hereunder.
6. INDEPENDENT CONTRACTOR. Consultant and Company hereby acknowledge that
Consultant is an independent contractor. Consultant shall not hold it self
out as, nor shall it take any action from which others might infer that it
is an agent of or a joint venture of Company.
7. MISCELLANEOUS. This Consulting Agreement sets forth the entire
understanding of the Parties relating to the subject matter hereof, and
supersedes and cancels any prior communications, understandings and
agreements between the Parties. This Consulting Agreement is non-exclusive
and cannot be modified or changed, nor can any of its provisions be waived,
except by written agreement signed by all Parties. This Consulting
Agreement shall be governed by the laws of the State of California without
reference to the conflict of law principles thereof. In the event of any
dispute as to the Terms of this Consulting Agreement, the prevailing Party
in any litigation shall be entitled to reasonable attorney's fees.
8. NOTICES. Any notice required or permitted hereunder shall be given in
writing (unless otherwise specified herein) and shall be deemed effectively
given upon personal delivery or seven business days after deposit in the
United States Postal Service, by (a) advance copy by fax, (b) mailing by
express courier or registered or certified mail with postage and fees
prepaid, addressed to each of the other Parties thereunto entitled at the
following addresses, or at such other addresses as a Party may designate by
ten days advance written notice to each of the other Parties at the
addresses above and to the attention of the persons that have signed below.
Please confirm that the foregoing sets forth our understanding by signing the
enclosed copy of this Consulting Agreement where provided and returning it to me
at your earliest convenience.
All Parties signing below do so with full authority:
PARTY RECEIVING SERVICES: PARTY PROVIDING SERVICES:
GATEWAY DISTRIBUTORS, LTD XXXXXXXXX X. XXXXXXX
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Xxxxxxx Xxxxxx /President Xxxxxxxxx X. Xxxxxxx, Consultant
ATTACHMENT "A"
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PAYMENT FOR SERVICES:
A. For the services rendered and performed by Xxxxxxxxx Xxxxxxx during the
term of this Agreement, Company shall, upon acceptance of this Agreement:
Pay to Xxxxxxxxx Xxxxxxx, sixty million (60,000,000) unrestricted shares of
Gateway Distributors common stock (GWDB) stock for six (6) months of
service.
Accepted with full authority:
GATEWAY DISTRIBUTORS, LTD:
By:
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Xxxxxxx Xxxxxx/President
Date:
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CONSULTANT:
By:
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Xxxxxxxxx X. Xxxxxxx
Date:
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