CONSULTING AGREEMENT
This
Consulting Agreement ("Agreement") is entered into as of the 30th day of
September, 2009 (the “Effective Date”) by and between Brand Neue Corp. (the
“Company”), and Xxx Xxxxx (“Consultant”).
WHEREAS,
the Company desires to engage Consultant to provide certain services as set
forth on Schedule A attached hereto and as specified from time to time by the
Company.
NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and
conditions contained herein, the parties hereto agree as follows:
1. Engagement. The
Company hereby engages Consultant to perform, those duties set forth on Schedule
A attached hereto and such other duties as may be requested from time to time by
the Board of Directors of the Company. Consultant hereby accepts such engagement
upon the terms and subject to conditions set forth in this
Agreement.
2. Compensation. For
the services rendered by Consultant under this Agreement, the Company shall pay
to Consultant the compensation specified on Schedule A, subject to the terms and
conditions set forth in this Agreement.
3. Term and
Survivability. The term of this Agreement shall be for one (1)
year from the Effective Date and shall automatically renew for subsequent one
(1) year periods on each anniversary of the Effective Date unless terminated by
either party by delivering written notice to the other party prior to thirty
(30) days of the anniversary of the Effective Date. In addition, this
Agreement may be terminated if either party materially fails to perform or
comply with this Agreement or any material provision hereof. Termination shall
be effective thirty (30) days after notice of such material failure to perform
or comply with this Agreement or any material provision hereof to the defaulting
party if the defaults have not been cured within such thirty (30) day
period.
4. Costs and Expenses of
Consultant’s Performance. Except as set forth on Schedule A,
all costs and expenses of Consultant’s performance hereunder shall be borne by
the Consultant.
5. Taxes. As
an independent contractor, Consultant acknowledges and agrees that it is solely
responsible for the payment of any taxes and/or assessments imposed on account
of the payment of compensation to, or the performance of services by Consultant
pursuant to this Agreement, including, without limitation, any unemployment
insurance tax, federal and state income taxes, federal Social Security (FICA)
payments, and state disability insurance taxes.
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6. Confidentiality. Consultant
agrees that Consultant will not, except when required by applicable law or order
of a court, during the term of this Agreement or thereafter, disclose directly
or indirectly to any person or entity, or copy, reproduce or use, any Trade
Secrets (as defined below) or Confidential Information (as defined below) or
other information treated as confidential by the Company known, learned or
acquired by the Consultant during the period of the Consultant's engagement by
the Company. For purposes of this Agreement, "Confidential
Information" shall mean any and all Trade Secrets, knowledge, data or know-how
of the Company, and any nonpublic technical, training, financial and/or business
information treated as confidential by the, whether or not such information,
knowledge, Trade Secret or data was conceived, originated, discovered or
developed by Consultant hereunder. For purposes of this Agreement,
"Trade Secrets" shall include, without limitation, any formula, concept,
pattern, processes, designs, device, software, systems, list of customers,
training manuals, marketing or sales or service plans, business plans, marketing
plans, financial information, or compilation of information which is used in the
Company's business. Any information of the Company which is not
readily available to the public shall be considered to be a Trade Secret unless
the Company advises Consultant in writing otherwise.
7. Return of the Company’s
Proprietary Materials. Consultant agrees to deliver promptly
to the Company on termination of this Agreement for whatever reason, or at any
time the Company may so reasonably request, all Confidential Information
belonging to the Company.
8. Works Made For
Hire. Consultant acknowledges and agrees that the Company
shall have all right, title and interest in, among other items, all research
information and all documentation or manuals related thereto that Consultant
develops or prepares for the Company during the period of Consultant's
engagement by the Company and that such work by Consultant shall be work made
for hire and that the Company shall be the sole author thereof for all purposes
under applicable copyright and other intellectual property laws.
9. Independent
Contractor. Consultant shall not be deemed to be an employee
or agent of the Company for any purpose whatsoever. Consultant shall have the
sole and exclusive control over its employees, consultants or independent
contractors who provide services to the Company, and over the labor and employee
relations policies and policies relating to wages, hours, working conditions or
other conditions of its employees, consultants or independent
contractors.
10. Governing
Law. This Agreement shall be governed, construed and
interpreted in accordance with the internal laws of the State of
Nevada.
11. Entire Agreement:
Modifications and Amendments. The terms of this Agreement are
intended by the parties as a final expression of their agreement with respect-to
such terms as are included in this Agreement and may not be contradicted by
evidence of any prior or contemporaneous agreement. The Schedule A referred to
in this Agreement is incorporated into this Agreement by this reference. This
Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be waived or extensions of time for performance granted, except by
written instrument signed by the parties or by their agents duly authorized in
writing or as otherwise expressly permitted herein.
12. Prohibition of
Assignment. This Agreement and the rights, duties and
obligations hereunder may not be assigned or delegated by Consultant without the
prior written consent of the Company. Any assignment of rights or delegation of
duties or obligations hereunder made without such prior written consent shall be
void and of no effect.
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13. Binding Effect: Successors
and Assignment. This Agreement and the provisions hereof shall
be binding upon each of the parties, their successors and permitted
assigns.
14. Validity. This
Agreement is intended to be valid and enforceable in accordance with its terms
to the fullest extent permitted by law. If any provision of this Agreement is
found to be invalid or unenforceable by any court of competent Jurisdiction, the
invalidity or unenforceability of such provision shall not affect the validity
or enforceability of all the remaining provisions hereof.
15. Indemnification. The
Company shall indemnify, defend and hold harmless Consultant from and against
any and all liability, loss, damage, expense, claims or suits arising out of:
(i) Company’s breach of this Agreement, including any representations warranty
contained herein; or (ii) the Services provided by Consultant, provided such
claim does not in any manner arise from Consultant’s grossly negligent or
willful act or omission. Additionally, if the Company purchases a Director’s and
Officer’s policy for the Company, the Consultant shall be covered under any such
policy at such time of purchase. The purchase of such a policy will
be made at the company’s sole discretion. The Company will provide
evidence of coverage to the Consultant if purchased by the
Company.
16. Notices. All
notices and other communications hereunder shall be in writing and, unless
otherwise provided herein, shall be deemed duly given if delivered personally or
by telecopy or mailed by registered or certified mail (return receipt requested)
or by Federal Express or other similar courier service to the parties at the
following addresses or (at such other address for the party as shall be
specified by like notice)
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(i) If
to the Company:
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000
X.X. Xxxxxxxxx Xxxxx, Xxxxx 00
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Xxxxxxxxxxx,
Xxxxxxxx, 00000
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Attn: President
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(ii)
If to the Consultant:
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As
set forth on the signature pages
below
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Any such
notice, demand or other communication shall be deemed to have been given on the
date personally delivered or as of the date mailed, as the case may
be.
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IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as
of the Effective Date written above.
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By:
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/s/ Xxxxxxx Xxxxxx
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| Its: |
Director
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| Consultant | |
| Name: Xxx Xxxxx |
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Address: X.X.
Xxx 00
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Xxxxxxxxx,
XX 00000-0000
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X.X.X.
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