CONSULTING AGREEMENT
Exhibit
10.2
AGREEMENT
made as of the 5th
day of
November, 2008 by and between Skins Inc, maintaining its principal offices
at 0
Xxxxxx Xx., Xxxxx 00x , Xxxxxxx, Xxx Xxxxxx, 00000. (Hereinafter referred to
as
"Client") and Xxxxx Gold maintaining his principal offices at 00 Xxxxxx Xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter referred as "Mr.
Gold").
WITNESSETH:
WHEREAS,
Mr. Gold is engaged in the business of consulting and has knowledge, expertise
and personnel to render the requisite services to Client; and
WHEREAS,
Client is desirous of retaining Mr. Gold for the purpose of obtaining these
services so as to better, more fully and more effectively deal with the
financial services community.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, it is agreed as follows:
I.
Engagement of Mr. Gold. Client herewith engages Mr. Gold and Mr. Gold agrees
to
render to Client consulting services which would include evaluating various
business strategies and recommending changes where appropriate and also
critically evaluate the Client's performance in view of its corporate planning
and business objectives
A.
The
consulting services to be provided by the Mr. Gold shall include, but are not
limited to, the development, implementation and maintenance of a sound strategy
which would include:
1.
Corporate Planning--(a) develop an in-depth familiarization with the Client's
business objectives and bring to its attention potential or actual opportunities
which meet those objectives or logical extensions thereof, (b) alert the Client
to new or emerging high potential forms of production and distribution which
could either be acquired or developed internally, (c) comment on the Client's
corporate development including such factors as position in competitive
environment, financial performances vs. competition, strategies, operational
viability.
B.
Client
acknowledges that Mr. Gold will devote such time as is reasonably necessary
to
perform the services for Client, having due regard for Mr. Gold's commitments
and obligations to other businesses for which it performs consulting
services.
II.
Compensation and Expense Reimbursement.
A.
Client
will pay Mr. Gold, as compensation for the services provided for in this
Agreement and as reimbursement for expenses incurred by Mr. Gold on Client's
behalf, in the manner set forth in Schedule A annexed to this Agreement which
Schedule is incorporated herein by reference.
Term
and
Termination. This Agreement shall be for a period of 3 months from November
5th
, 2008
and terminating February 5th,
2009.
Either party hereto shall have the right to terminate this Agreement upon 14
days prior written notice to the other party after the first 30 days, however
all compensation is non returnable and final.
Treatment
of Confidential Information. Mr. Gold shall not disclose, without the consent
of
Client, any financial and business information concerning the business, affairs,
plans and programs of Client which are delivered by Client to Mr. Gold in
connection with Mr. Gold's services hereunder, provided such information is
plainly and prominently marked in writing by Client as being confidential (the
"Confidential Information"). The Mr. Gold will not be bound by the foregoing
limitation in the event (i) the Confidential Information is otherwise
disseminated and becomes public information or (ii) the Mr. Gold is required
to
disclose the Confidential Informational pursuant to a subpoena or other judicial
order.
Representation
by Mr. Gold of other clients. Client acknowledges and consents to Mr. Gold
rendering consultation services to other clients of the Mr. Gold engaged in
the
same or similar business as that of Client.
Indemnification
by Client as to Information Provided to Mr. Gold. Client acknowledges that
Mr.
Gold, in the performance of its duties, will be required to rely upon the
accuracy and completeness of information supplied to it by Client's officers,
directors, agents and/or employees. Client agrees to indemnify, hold harmless
and defend Mr. Gold, its officers, agents and/or employees from any proceeding
or suit which arises out of or is due to the inaccuracy or incompleteness of
any
material or information supplied by Client to Mr. Gold. It is expressly agreed
that Mr. Gold is acting as an independent contractor in performing its services
hereunder. Client shall carry no workers compensation insurance or any health
or
accident insurance on Mr. Gold or consultant's employees. Client shall not
pay
any contributions to social security, unemployment insurance, Federal or state
withholding taxes nor provide any other contributions or benefits which might
be
customary in an employer-employee relationship.
Non-Assignment.
This Agreement shall not be assigned by either party without the written consent
of the other party.
Notices.
Any notice to be given by either party to the other hereunder shall be
sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to such party at the address specified on the
first
page of this Agreement or such other address as either party may have given
to
the other in writing.
Entire
Agreement. The within agreement contains the entire agreement and understanding
between the parties and supersedes all prior negotiations, agreements and
discussions concerning the subject matter hereof.
Modification
and Waiver. This Agreement may not be altered or modified except by writing
signed by each of the respective parties hereof. No breach or violation of
this
Agreement shall be waived except in writing executed by the party granting
such
waiver.
Law
to
Govern; Forum for Disputes. This Agreement shall be governed by the laws of
the
state of New York without giving effect to the principle of conflict of laws.
Each party acknowledges to the other that courts within the City of New York
shall be the sole and exclusive forum to adjudicate any disputes arising under
this agreement.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year
first written above.
By:
__________________
Xxxxx
Gold
Skins,
Inc.
By:
_______________
Xxxx
Xxxxx
Chief
Executive Officer
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SCHEDULE
A-1
PAYMENT
FOR SERVICES
AND
REIMBURSEMENT OF EXPENSES
A.
For
the services to be rendered and performed by Company during the term of the
Agreement, Client shall pay to Company 1000000 common shares stock of Skins
Inc,.
B.
Client
shall also reimburse Mr. Gold for all reasonable and necessary out-of-pocket
expenses incurred in the performance of its duties for Client upon presentation
of statements setting forth in reasonable detail the amount of such expenses.
Mr. Gold shall not incur any expense for any single item in excess of $250
either verbally or written except upon the prior approval of the Client. Shares
will be accepted for payment of expenses in the same manner as the base fee
per
month in Paragraph A above.
| By: | __________________________ | __________________________ |
| Xxxxx Gold | November 5, 2008 | |
| Skins Inc, | ||
| By: | __________________________ | __________________________ |
| Xxxx Xxxxx | November 5, 2008 | |
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