GATEWAY DISTRIBUTORS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "AGREEMENT") is between Xxxxxx Xxxxxxx (the
"CONSULTANT") and Gateway Distributors Ltd (the "COMPANY"). The Consultant and
the Company are also referred to in this agreement as the "PARTIES" OR "PARTY".
WHEREAS, the Company intends to develop and expand its existing product line.
The Company is pursuing potential customers of the Products and Services, and/or
business relationships to promote the Company (the "SOURCES").
WHEREAS, the Consultant is a Doctor in the practice of wellness and pain
management, with expertise in product knowledge, wellness, and can provide
introductions to new business and clients.
WHEREAS, the Company desires to utilize the services of the Consultant to
promote and develop a market for the Company's Products and Services, help
identify formula's and assist in acquiring Sources for the Company, and/or
directly or indirectly provide introductions to Sources.
NOW THEREFORE, in consideration of the premises and mutual covenants set forth
in the Agreement, the Parties hereby agree as follows:
1. SCOPE OF SERVICES: The Company agrees to retain Consultant to help
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promote and develop a market for the Products and Services, and help in
formulation of products, on a best efforts basis (the "SERVICES").
2. TERM: This Agreement shall become effective as of the date set
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forth on the signature page of this Agreement, and shall continue for a period
of one (1) year (the "TERM").
3. TERMINATION FOR CAUSE: Notwithstanding the foregoing, the Company or
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the Consultant shall be entitled to terminate this Agreement for "cause" with a
30 days' written notice to the other Party with the exception of Clauses 5, 6, 7
and 8 which shall survive the Termination of the Agreement. Notification of
termination shall become effective on the date of mailing by first class mail
accompanied by fax transmission to the Party at the address and telecopier
number provided by Consultant or Company. "CAUSE" shall be determined as the
violation of any rule or regulation of any regulatory agency, other neglect, act
or omission detrimental to the conduct of the other Parties' business, material
breach of this Agreement, any unauthorized disclosure of Confidential
Information that has been designated as such and provided by the other Party, or
dishonesty related to material information that has been relied upon and
provided by the other Party.
4. LICENSES GRANTED TOCONSULTANT: During the Term of this Agreement the
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Consultant shall not negotiate or enter into any license, sub-license agreement
of sub-contract or similar agreement with any third parties with respect to
interest granted by the Company to the Consultant pursuant to this Agreement
without the Company's prior written consent. The Consultant shall further
refrain from directly or indirectly 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.
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(a) 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 by
this Agreement or the Company.
(b) Any license granted pursuant to this Agreement shall expire
simultaneously with the Term of this Agreement, and shall be revocable for
Cause 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.
4. COMPENSATION: CASH, STOCK & EXPENSES: In consideration for the
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services to be provided under the terms of this Agreement, the Company agrees to
issue shares of Company stock to the Consultant. The amount of stock issued for
services will be agreed to by project and services rendered.
c. EXPENSES - Any and all reasonable expenses including but not
limited to travel, phones, mileage, copies, mailing services,
etc., shall be reimbursed to Consultant, if they apply to the
Company's needs and must be pre-approved by the Company.
6. CONFIDENTIAL INFORMATION: "Confidential Information" means any
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proprietary information, technical data, know-how including but not limited to
business plans, research, products, services, customers, markets, marketing or
finances, which may be disclosed by one Party (the "DISCLOSING PARTY") to the
other Party (the "RECEIVING PARTY"), either in writing or orally. Confidential
Information does not include, however, information which (a) is, or becomes
generally available to the public, other than as a result of unauthorized
disclosure by one of the Parties, (b) was available to the Receiving Party on a
non-confidential basis prior to the other Party disclosing it, (c) is obtained
by the Receiving Party from a third party that that has legally and properly
obtained such information and is not obligated to maintain its confidentiality,
or (d) is independently developed by the Receiving Party.
7. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:: Receiving Party agrees
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not to use any Confidential Information for its own use or for any purpose
except to carry out discussions concerning the undertaking of any Transaction
between the Parties and any third parties. Receiving Party will not disclose
any Confidential Information to third parties except to directors, officers,
managers, members, shareholders, employees, business partners, agents,
attorneys, accountants, consultants, bankers or other advisors (collectively,
"REPRESENTATIVES") who are required to have the information in order to carry
out the discussions relating to the Transaction. Receiving Party agrees that it
will take all reasonable measures to protect the secrecy of Confidential
Information in order to prevent it from falling into the public domain or the
possession of persons other than those persons authorized to have such
information.
8. NON-CIRCUMVENTION - The Company agrees during their business
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relationship, and thereafter, to hold in confidence and not directly or
indirectly contact Sources provided by Consultant; or to reveal, report,
publish, disclose, or transfer any of the Confidential Information to any person
or entity; use any of the Confidential Information for any purpose, except in
the course of doing business with Consultant for three (3) years from the date
of this Agreement. Further, the Company acknowledges that if circumvention, as
defined in this Agreement does occur, Consultant shall be entitled to receive
financial remuneration as outlined herein as a result of the circumvention.
9. INDEPENDENT CONTRACTOR: The Consultant and the Company hereby
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acknowledge that the Consultant is an independent contractor. 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 unless it
is with the express consent of the Company.
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10. 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) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon
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the Parties, their successors and assigns, provided, however, that the
Consultant shall not permit any other person or entity to assume these
obligations hereunder without the prior written approval of the Company
which approval shall not be unreasonably withheld and written notice of the
Company's position shall be given within ten (10) days after approval has
been requested.
(C) INDEMNIFICATION: The Company shall indemnify the Consultant
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for all losses or damages sustained (including reasonable attorney fees and
disbursements) as incurred by the Consultant arising from the Consultant
performing services under this Agreement.
(D) 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.
(E) 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 WITNESS WHEREOF, the Parties hereto have executed or caused this Agreement to
be executed as of August 10, 2006
CONSULTANT COMPANY
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By: XXXXXX XXXXXXX By: XXXX XXXXXX
Title Doctor Title President/CEO
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