CONSULTING AGREEMENT
This agreement is between The Right Solution Gateway (the "Company") a Nevada
corporation with headquarters in Las Vegas, Nevada and Xx. Xxxxxx Xxxxxxxx (the
"Consultant"), a resident of Grand Prairie, Texas.
WHEREAS, The Company is a Network Marketing organization that sells nutritional
products based upon proprietary formulations; and
WHEREAS, Consultant is an expert in the field of Nutrition and has consulted
with various Network Marketing companies regarding product development issues
and the development of effective marketing strategies for certain nutritional
products; and
WHEREAS, The Company will add the Consultant to its medical advisory board and
Consultant desires to serve on said Board; and
WHEREAS, The Company desires to use Consultant's services to advise the Company
regarding product development issues and assist in the development of effective
marketing strategies for certain nutritional products; and
WHEREAS, The Company desires Consultant to help develop and effective Marketing
Plan for its products and assist in education, training, and motivating
distributors in the proper use and/or selling of products, and Consultant
desires to do the same; and
NOW THEREFORE, the parties hereto agree to the following:
1. COMPENSATION: Initial draw of $4000 1st month, $3500 2nd month and
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$3000 thereafter towards commissions earned. Consultant will be place
in a center in the company and given the current volume of the Company
under his first leg. Auto ship will be flagged for the six month
period therefore all qualifications are met for commission earnings.
Consultant shall receive twenty million shares of the Company stock
(Preferred B) GWDB within five business days of signing this
agreement. Consultant will be placed in a business center in the
compensation plan in a location currently vacant. Consultant will
receive 5% commissions of all new revenues generated by the Company
until such time his monthly commission reaches $5,000. Commissions
earned in the Consultants center will off set these monthly
commissions. These commissions will be paid by the 20th of each month
for the preceding month.
2. STOCK OPTIONS: The Consultant will be granted stock as follows:
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Company Revenues Stock
$ 125,000 1,000,000
200,000 1,000,000
300,000 5,000,000
500,000 10,000,000
1,000,000 30,000,000
Initial
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3. EXPENSES: The Company shall pay for company-approved travel and
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reasonable business expenses incurred in the performance of Consultant's duties.
All expenses must be approved in advance by the Company.
4. TERM: This Agreement shall become effective as of the date set forth
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on the signature page of this Agreement, and shall continue for a period of six
months (the "TERM"). Notwithstanding the foregoing, the Company or the
Consultant shall be entitled to terminate this Agreement for "cause" upon 30
days' written notice shall be effective upon mailing by first class mail
accompanied by facsimile transmission to the Consultant at the address and
telecopier number last provided by the Consultant to the Company, "CAUSE" shall
be determined solely as the violation of any rule or regulation of any
regulatory agency, and other neglect, act or omission detrimental to the conduct
of Company or the Consultant's business, material breach of this Agreement or
any unauthorized disclosure of any of the secrets of confidential information of
Company, and dishonesty related to independent contractor status.
(a) During the Term of this Agreement the Consultant shall not
negotiate or enter into any license, sub-license agreement of sub-contract
or similar agreement with any third parties in respect to interest granted
by the Company to the Consultant pursuant to this Agreement, and the
Consultant shall further refrain from directly or indirectly, on his own
behalf, licensing, sub-licensing or sub-contracting any right or interest
granted by the Company to the consultant to such third parties without the
Company's prior written consent.
(b) No license or right is granted by the Company to the
Consultant, either expressly or by implication, under any licenses or
rights owned or controlled by the Company, except as expressly set forth in
this Agreement.
(c) The license granted pursuant to this Agreement shall expire
simultaneously with the Term of this Agreement, and shall be revocable at
will by the Company upon written notice to the Consultant, and the
Consultant shall immediately refrain from the use of any rights granted by
the Company to the Consultant with respect to this license upon receipt of
such written notice.
5. SERVICES: Consultant will assist the Company in the selection of
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appropriate candidates to serve on the Companies Scientific Board of
Advisors which will advise the Company regarding product development
and production issues, help develop a Marketing Plan for products and
educate, train, and motivate distributors to use and sell products
through conference calls, live meetings with the distributors, and
through writing white papers and other documentation in support of the
products and marketing plan. Consultant will render a minimum of 30
hours of consulting time each week while providing these services.
Initial
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6. CONFIDENTIALITY: The Consultant covenants that all information
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concerning the Company, including proprietary information, which it
obtains as a result of the services rendered pursuant to this
Agreement shall be kept confidential and shall not be used by the
Consultant except for the direct benefit of the Company nor shall the
confidential information be disclosed by the Consultant to any third
party without the prior written approval of the Company, provided,
however, that the Consultant shall not be obligated to treat as
confidential, or return to the Company copies of any confidential
information that (i) was publicly known at the time of disclosure to
Consultant, (ii) becomes publicly known or available thereafter other
than by any means in violation of this Agreement or any other duty
owed to the Company by the Consultant, or (iii) is lawfully disclosed
to the Consultant by a third party.
7. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby
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acknowledge that the Consultant is an independent contractor. The
Consultant agrees not to hold himself out as, nor shall he take any
action from which others might reasonably infer that the Consultant is
a partner or agent of, or a joint venturer with the Company. In
addition, the Consultant shall take no action, which, to the knowledge
of the Consultant, binds, or purports to bind, the Company to any
contract or agreement.
8. MISCELLANEOUS:
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(a) GOVERNING LAW: This Agreement shall be construed under the
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internal laws of the State of Nevada, and the Parties agree that the
exclusive jurisdiction for any litigation or arbitration arising from
this Agreement shall be in Las Vegas, Nevada.
(B) COUNTERPARTS: This Agreement may be executed in two or more
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counterparts, each of which shall be deemed an original, but which
when taken together shall constitute one agreement.
(c) SEVERABILITY: If one or more provisions of this Agreement are
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held to be unenforceable under applicable law, such provision(s) shall
be excluded from this Agreement and the balance of this Agreement
shall be interpreted as if such provision were excluded and shall be
enforceable in accordance with its terms.
IN WITNES WHEREOF, the Parties hereto have executed or caused this Agreement to
be executed as of August 16, 2006.
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Consultant
By: Xx. Xxx Xxxxxxxx
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(TRS)
By: Xxxx Xxxxxx
Its: President/CEO
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