Business Consulting Agreement
This
Business Consulting Agreement (the “Agreement”) is entered into September 28,
2005 by and between:
Xxxxxx
India
0000
Xxxxxxxx Xxx.
Xxxxxx
Xxxxx, Xxxxxxxx 00000
(“Consultant”)
And
DesignerSportsApparel,
Inc.
0000
X.
Xxxx Xxxxxxx Xx.
Xxx
Xxxxx, Xxxxxx 00000
(“DSA”)
WITNESSETH
WHEREAS,
Consultant provides consultation and advisory services relating to business
development, management and marketing; and
WHEREAS,
DSA desires to be assured of the services of the Consultant in order to avail
itself to the Consultant’s experience, skills, knowledge and abilities. DSA is
therefore willing to engage the Consultant and the Consultant agrees to be
engages upon the terms and conditions set forth herein.
NOW,
THEREFORE, in consideration of the foregoing, of the mutual promises herein
set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
1. |
Consulting
Services:
Effective as of October 1, 2005, DSA hereby engages and Consultant
hereby
accepts the engagement to become a consultant to DSA and to render
such
advice, consultation, information and services to DSA including (a)
the
preparation, implementation and monitoring of business and marketing
plans, (b) assisting DSA in product development and design, and (c)
such
other managerial assistance as DSA shall deem necessary or appropriate
for
DSA’s business.
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2. |
Payment:
DSA agrees to compensate Consultant in the amount of $50 for each
hour of
services provided.
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3. |
Expenses:
DSA shall reimburse Consultant for all pre-approved travel and other
expenses incurred. Consultant shall provide receipts and vouchers
to DSA
for all expenses for which reimbursement is
claimed.
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4. |
Invoices:
All pre-approved invoices for services provided to DSA and expenses
incurred by Consultant in connection therewith shall be payable in
full
within ten (10) days of the date of such
invoice.
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5. |
Personnel:
Consultant shall be an independent contractor and no personnel utilized
by
Consultant in providing service hereunder shall be deemed an employee
of
DSA. Moreover, neither Consultant nor any other such person shall
be
empowered hereunder to act on behalf of DSA. Consultant shall have
the
sole and exclusive responsibility and liability for making all reports
and
contributions, withholdings, payments and taxes to be collected,
withheld,
made and paid with respect to persons providing services to be performed
hereunder on behalf on DSA, whether pursuant to any social security,
unemployment insurance, worker’s compensation law or other federal, state
or local law now in force and effect hereafter
enacted.
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6. |
Term
and Termination:
The term of this Agreement shall be effective on October 1, 2005
and shall
continue in effect until September 1, 2006. Agreement may be extended
upon
agreement by both parties, unless or until the Agreement is terminated.
This Agreement may be terminated at any time upon and DSA may cancel
this
Agreement on seven (7) days notice, at which time no further obligations
will be due from either party.
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7. |
Non-Assignability:
The rights, obligations, and benefits established by this Agreement
shall
not be assignable by either party hereto. This Agreement shall, however,
be binding upon and shall insure to the benefit of the parties and
their
successors.
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8. |
Confidentiality:
Consultant acknowledges and agrees that confidential and valuable
information proprietary to DSA and obtained during its engagement
by DSA,
shall not be, directly or indirectly, disclosed without the prior
express
written consent of DSA, unless and until such information is otherwise
known to the public generally. All such confidential information
provided
to Consultant by DSA shall clearly and conspicuously be marked with
the
word “Confidential.”
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9. |
Limited
Liability:
Neither Consultant nor any of his employees, officers or directors
shall
be liable for consequential or incidental damages of any kind to
DSA that
may arise out of or in connection with any services performed by
Consultant hereunder.
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10. |
Governing
Law:
This Agreement shall be governed by and construed in accordance with
the
laws of the State of Nevada without giving effect to the conflicts
of law
principles thereof or actual domicile
parties.
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11. |
Notice:
Notice hereunder shall be in writing and shall be deemed to have
been
given at the time when deposited for mailing with the United States
Postal
Service enclosed in a registered or certified postpaid envelope addressed
to the respective party at the address of such party first above
written
or at such other address as such party may fix by notice given pursuant
to
this paragraph.
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2
12. |
Miscellaneous:
No waiver of any of the provisions of this Agreement shall be deemed
or
shall constitute a waiver of any other provision and no waiver shall
constitute a continuing waiver. No waiver shall be binding unless
executed
in writing by the party making the waiver. No supplement, modification,
or
amendment of the Agreement shall be binding unless executed in writing
and
agreed upon by all parties. The Agreement supersedes all prior
understandings, written or oral, and constitutes the entire Agreement
between the parties hereto with respect to the subject matter hereof.
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13. |
Counterparts:
This Agreement may be executed in counterparts and by facsimile,
each of
such counterparts so executed will be deemed to be an original and
such
counterparts together will constitute one and the same instrument
and
notwithstanding the date of execution will be deemed to bear the
first
date written above.
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IN
WITNESS WHEREOF, DSA and Consultant have duly executed this Agreement as of
the
day and year first above written.
DesignerSportsApparel, Inc. | Consultant |
/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx, President
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/s/ Xxxxxx India
Xxxxxx India
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