PROPOSED
CONSULTING & MARKETING
AGREEMENT BETWEEN
Xxxxx Xxxxx
AND
GATEWAY
THIS CONSULITNG AND MARKETING AGREEMENT (this "AGREEMENT") is between Xxxxx
Xxxxx (the "CONSULTANT") and The Right Solution Gateway dba Gateway Distributors
Ltd (the "COMPANY"). Each of the Consultant and the Company are also referred to
in this agreement as the "PARTIES".
WHERAS, the Company intends to develop a market for the Company's products
and services offered from time to time by the Company ( the "PRODUCTS AND
SERVICES") for potential customers of the Products and Services who are racing
enthusiasts; and
WHEREAS, the Consultant is a professional with name recognition in the
Skeleton racing industry; and
WHEREAS, the Company desires to utilize the services of the Consultant to
promote and develop a market for the Company's Products and Services; and
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 hereby retains the Consultant to
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promote the Products and Company. The Consultant agrees to use his best efforts
during the term of this Agreement to market and promote the Company and its
Products.
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"). 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.
3. CONSULTANT MARKETING:
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Xxxxx Xxxxx is a World-Class Skeleton competitor. Xxxxx has been
participating since 1993. Xxxxx is the 2003 World Cup Champion and
three-time U.S. National Champion placing second in the World in 2005,
2002 and 2000. He will be competing in the 2005-2006 Skeleton season
with the prospect of competing in the 2006 Olympics.
4. CO-SPONSORS: Xxxxx has additional sponsors and must comply with all
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the rules pertaining to Skeleton Competition and endorsements of other
sponsors.
5. SPONSORSHIP: GATEWAY, will issue to Xxxxx Xxxxx stock pursuant to Reg
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S-8 of the securities act, in exchange for Xxxxx'x marketing of the
company and putting the company's logos on his equipment. Xxxxx will
promote the Company's product line to include live endorsements of the
products. In consideration for the services to be provided by the
consultant to the Company under the terms of this Agreement, the
Company agrees to grant to the Consultant $35,000 of S-8 stock based
on market value at the time of issuance.
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) 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 the date set forth below.
CONSULTANT
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Date:
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Address for Notices:
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COMPANY:
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By:
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Name:
Title:
Date:
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