TRANSITION SERVICES AGREEMENT
THIS TRANSITION SERVICES AGREEMENT, effective November 30, 2018 (this “Agreement”), by and between Ecosciences, Inc., a Nevada corporation (the “Employer”), and Xxxxxx Xxxxx (the “Employee”). The Employer and the Employee are collectively referred to as the “Parties”.
WHEREAS, on November 1, 2016, the Employer appointed the Employee as the Chief Operating Officer of the Employer; and
WHEREAS, since April 20, 2018, the Employee has been primarily focusing on the sales and marketing of the Employer’s products and the parties acknowledge that since such date, the Employee has not been performing services associated with that of a chief operating officer of a company;
WHEREAS, the Parties desire to enter into this Agreement to set forth their mutual agreement and understanding that the Employee will officially transition to a new role as the Head of Sales for Marketing of the Employer and focus on his functions as Chief Operating Officer (“COO”) of Eco-Logical Concepts, Inc., a Delaware corporation and wholly-owned subsidiary of the Employer (“Operating Subsidiary”), to allow Employee to focus entirely on the sales and marketing of the Employer’s products.
NOW, THEREFORE, the Parties agree as follow:
1. Transition. On the Effective Date, Employee will officially transition from the Chief Operating Officer of the Employer to the Head of Sales and Marketing of the Employer while continuing to function as the COO (which is a job in title and function only and he is not a corporate officer) of the Operating Subsidiary. The Employee shall not represent himself as the Chief Operating Officer of the Employer and shall not have any authority to legally bind the Employer in such capacity.
2. Acknowledgments. The Parties acknowledge that Employee ceased performing as services as the Chief Operating Officer of the Employer since April 20, 2018 and the Employee acknowledges and agrees that the transition is being voluntarily made and not due to any disagreement with the management, the board of the directors or auditors of the Employer; but, rather, to enable Employee to focus his time and resources on the sales and marketing of the Employer’s products.
3. Compensation and Management Services Agreement. The Employee’s compensation package shall remain the same before the transition of Employee’s role and unless modified herein, all the provisions of the Management Service Agreement entered into by the parties on November 1st, 2016 shall remain in full force and effect.
4. Cooperation. The Parties agree that certain matters in which the Employee has been involved during the Employee’s service to the Employer as its Chief Operating Officer may need the Employee’s cooperation with the Employer in the future. Accordingly, to the extent reasonably requested by the Employer, the Employee shall cooperate with the Employer in connection with matters arising out of the Employee’s service to the Employer as the Chief Operating Officer; provided that the Employer shall make reasonable efforts to minimize disruption of the Employee’s other activities.
5. Indemnification. The fullest extent permitted by law, Employer waives and releases any and all claims against Employee and shall indemnify, hold harmless, and defend Employee against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees, that are awarded against Employee in a final non-appealable judgment, administrative proceeding, or any alternative dispute resolution proceeding (collectively, “Losses”), arising out of any third-party or shareholder claim in connection with Employee providing services as the Chief Operating Officer of the Employer.
6. Governing Law, Jurisdiction, and Venue. This Agreement and all matters arising out of or relating to this Agreement and the Employee’s employment by the Employer, whether sounding contract, tort, or statute, for all purposes shall be governed by and construed in accordance with the laws of New York (including its statutes of limitations) without regard to any conflicts of laws principles that would require the laws of any other jurisdiction to apply. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of New York. The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.
7. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Employer and Employee relating to the subject matter hereofand supersedes all prior and contemporaneous understandings, discussions, agreements, representations and warranties, both written and oral, regarding such subject matter.
8. Modification and Waiver. No provision of this Agreement may be amended or modified unless the amendment or modification is agreed to in writing and signed by the Employee and by Chief Executive Officer of the Employer. No waiver by either Party of any breach by the other party of any condition or provision of this Agreement to be performed by the other party shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by either of the Parties in exercising any right, power, or privilege under this Agreement operate as a waiver thereof to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
9. Severability. Should any provision of this Agreement be held by a court or arbitral authority of competent jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held to be unenforceable and thus stricken, such holding shall not affect the validity of the remainder of this Agreement, the balance of which shall continue to be binding on the Parties with any such modification to become a part hereof and treated as though originally set forth in this Agreement.
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10. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.
11. Counterparts. The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart’s signature page of this Agreement by facsimile, email in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document has the same effect as delivery of an executed original of this Agreement.
12. Acknowledgment of Full Understanding. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE EMPLOYEE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF THE EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT. THE EMPLOYEE FURTHER ACKNOWLEDGES THAT THE EMPLOYEE’S SIGNATURE BELOW IS AN AGREEMENT TO RELEASE EMPLOYER FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date above.
Employer:
| ECOSCIENCES, INC. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Chief Executive Officer | |
Employee:
| Signature: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx |
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