EXHIBIT 10.3 - MATERIAL CONTRACT - COMMUNICATIONS
CONSULTING AGREEMENT
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COMMUNICATIONS CONSULTING AGREEMENT
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This Agreement made this 1st. day of April, 2002
BETWEEN:
GRAVITY SPIN INC.
a corporation incorporated under
the laws of the Province of Ontario
(hereinafter the "Consultant")
- and -
BRANSON JEWELRY (USA), INC.
(hereinafter the "Client")
WHEREAS the Consultant is in the business of communications counsel, to
enhance the client's profile, and opportunities in the Jewelry industry;
AND WHEREAS the Client wishes to retain the Consultant to assist it in
marketing strategies;
NOW THEREFORE, in consideration of the premises and mutual Agreements and
covenants herein contained and other good and valuable consideration (the
receipt and adequacy of which is hereby mutually acknowledged), the parties
hereby covenant and agree as follows:
1.0 TERM
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1.1 The Client hereby engages the Consultant and the Consultant hereby
agrees to render communication consulting services to the Client for a
period of one year. (the "Term"), commencing on a date to be set by
the Client;
1.2 Both parties may terminate this agreement upon giving the other party
30 days written notice.
2.0 CONSULTANT OBLIGATIONS
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2.1 During the Term of this Agreement:
(a) The Consultant shall provide to the Client, four (4) hours per
month, or a total of not less than forty-eight (48) hours for the
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duration of this contract, the following communication consulting
services designed to assist the Client in improving awareness and
increasing sales:
(i) review current operations, assess opportunities based
on strengths, and advise on improvements required to
compete at the top level of the Jewelry industry;
(ii) review, advise, and purchase media on behalf of the
client;
(iii) provide monthly reports analyzing advising on
progress;
(iv) discharge his services and provide all advice in the
best interests of the client.
2.2 The services of the Consultant are non-exclusive and subject to
paragraph 5.0 hereof, the Consultant may render services of the same
or similar nature, as herein described, to an entity whose business is
in competition with the Client, directly or indirectly;
2.3 The Consultant shall retain all information of any nature, type or
kind regarding the Clients business, clients and opportunities in
confidence and shall not disclose this information to any competitor.
3.0 CLIENT OBLIGATIONS
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3.1 The Client shall pay the following amounts:
(a) upon acceptance client will pay an upfront fee of $1,000.00 CDN
for analysis, plus $400.00 CDN per month for management;
(b) client pays for the purchase of all authorized media at cost;
(b) any reasonable disbursements incurred by the Consultant on behalf
of the Client upon receipt of an invoice issued to the Client,
subject to paragraph 3.3;
3.3 In respect of paragraph 3.1(b) the Consultant shall get approval by
the Client of any disbursement greater than $100;
3.4 All disbursements shall be incurred for the best interests of the
Client and shall be reasonable;
4.0 TRADE SECRETS
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4.1 The Consultant will not disclose to any other person, firm or
corporation, nor use for its own benefit, during or after the term of
this Agreement, any trade secrets or other information designated as
confidential by the Client which is acquired by the Consultant in the
course of performing services under this Agreement.
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5.0 INDEMNITY
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5.1 The parties agree to indemnify and hold each other, their affiliates,
control persons, officers, employees, attorneys and agents
(collectively, the "Indemnified Persons") harmless from and against
losses, claims, damages, liabilities, costs, or expenses, joint and
several arising out of the performance of this Agreement. The parties
also agree that it shall reimburse the Indemnified Persons for any
attorney's fees and cost incurred in enforcing this Indemnification.
This Indemnity shall not apply, however, where a court of competent
jurisdiction has made a final determination that either or both
parties engaged in gross recklessness and willful misconduct in the
performance of their services hereunder which gave rise to a loss,
claim, damage, liability, cost or exposure sought to be resolved
hereunder.
5.2 The provisions of paragraph 5.1 shall survive the termination and
expiration of this Agreement.
6.0 ENTIRE AGREEMENT
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6.1 This Agreement sets forth the entire understanding of the parties
hereto relating to the subject matter hereof, and supercedes and
cancels any prior communications, understandings and Agreements
between the parties. This Agreement cannot be modified or changed, nor
can any of its provisions be waived, except by written Agreement
signed by all parties.
7.0 TIME
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7.1 Time shall be of the essence in all respects of this Agreement.
8.0 NOTICE
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8.1 Any notice or other communication which is required or permitted to be
given or made by one party to the other party hereunder shall be in
writing and shall be either:
(a) personally delivered to the other party;
(b) sent by facsimile transmission; or
(c) sent by regular mail, postage prepaid.
Any notice shall be sent to the intended recipient at its address as
follows:
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To the Consultant:
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Fax: ▇▇▇ ▇▇▇ ▇▇▇▇
To the Client:
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Ph: (310) 795-7384
Or at such other address as any party may from time to time advise the
other by notice in writing. Any notice given by personal delivery
shall be deemed to be received on the date of such delivery. Any
notice sent by facsimile transmission shall be deemed to be received
the next business day following the date of its transmission. Any
delivery by regular mail shall be deemed to be delivered 7 business
days following the date on which it was mailed.
9.0 DILIGENCE BY PARTIES
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9.1 The parties shall, with reasonable diligence, do all things and
provide all reasonable assurances as may be required to complete the
transaction(s) and/or services contemplated in this Agreement, and
each party shall provide such further documents, information or
instruments required by the other party as may be reasonably necessary
or desirable to give effect to this Agreement and carry out its
provisions.
10.0 COUNTERSIGNING
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10.1 This Agreement may be executed by the parties in one or more
counterparts, each of which when so executed and delivered shall be an
original and such counterparts shall together constitute one and the
same instrument.
11.0 SEVERENCE
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11.1 Any provision of this Agreement which is prohibited or unenforceable
in any jurisdiction shall not invalidate the remaining provisions
hereof and any such invalid or unenforceable provision shall be deemed
to be severed. Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
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IN WITNESS WHEREOF the parties have duly executed this Agreement as of the
date first written above.
SIGNED, SEALED AND DELIVERED
in the presence of:
BRANSON JEWELRY (USA), INC.
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Witness ▇▇▇▇▇▇ ▇▇▇▇▇▇
Authorized Director/Officer
GRAVITY SPIN INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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Authorized Director/Officer
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