CONSULTING AGREEMENT
This Consulting Agreement ("Agreement"), made and entered into this 1st day of August, 2015 by and between NUTRAFUELS, (NTFU) a publicly traded for profit Florida corporation (the "Company"), and Xxxxx Xxxxxx, an individual (the "Consultant").
WITNESSETH
NOW, THEREFORE, the Company and Consultant hereby mutually covenant and agree as follows:
1.
Engagement of Consultant. Consultant is hereby retained by the Company, and Consultant hereby accepts such retainment, as a general advisor and consultant to the Company for the compensation and on the terms and conditions hereinafter expressed. Consultant shall perform such consulting duties as are reasonably assigned to him by the Company in regard to the business of the Company and its Subsidiaries ("Services"). Services will include new business development.
2.
3.1
Compensation for Services. The Company agrees to issue restricted shares on a deal by deal basis. The compensation listed in Section 3 is deemed fully earned at such time as the Consultant provides its services.
3.2 Company and Consultant acknowledge that Company may or may not be licensing certain intellectual property. Some communications between Company and Consultant may naturally
occur as a result of this relationship, and as such, as is mutually agreed by Consultant and Company, shall not be compensable or rights therein to Consultant under this paragraph.
3.3 The parties acknowledge that in the event that the Company requires, and if consultant so agrees, consultant will take on expanded duties. In that event another or supplemental agreement will be negotiated at that time outlining the expanded duties and compensation Company will provide to Consultant for performance of such expanded duties.
Securities Matter
ii Exemption and limitations on Resale
The offer and sale of the securities by the Company to Consultant is exempt from the 1933 ACT and the Company has compiled and will comply with all requirements of such exemption in all respects. Each certificate representing Securities shall be stamped or otherwise imprinted with the legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THE CERTIFIACTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED, UNLESS AND UNTIL REGISTERED UNDER SUCH ACT OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED"
iii Rule 144 and Resale
Upon Consultant informing Company in writing that it intends to sell or transfer all or any portion of the securities that are eligible for resale under rule 144 promulgated under the 1933 ACT, the Company will allow such sale or transfer and not interfere in any way with such sale or transfer. In addition, the Company will certify in writing to any person at the request of Consultant that the company is in compliance with the Rule 144 current public information requirements to enable Consultant to sell such person's securities under Rule 144, and as may be applicable under the circumstances. If any certificate representing the Securities is presented to the Company's Transfer Agent for registrations or transfer in connection with the sales theretofore made in compliance with the securities laws. The company will promptly instruct its transfer agent to allow such transfer and to issue one or more new certificates representing such securities to the transferee. All costs of such transfer shall be born by the Company including the cost of any legal opinion. The Company shall fully comply with any and all federal and state
4.
Term. The term of this Agreement (the "Term") shall begin on the date of this Agreement and expire one (1) year thereafter; provided that it may be extended by mutual
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5.
Duties of Consultant Relating to Consulting Services. Consultant shall at all times be acting and performing hereunder as an independent contractor. In connection with the performance by Consultant of Services, the Company shall not have or exercise any control or direction over the Services performed by Consultant, and will not in any way supervise or control his activities. Consultant shall perform all of the Services herein provided for relying on his own experience, knowledge, judgment and techniques. Consultant shall not, in the performance of his duties, be managed by the Company. Consultant will not be acting as the employee, agent, partner, servant or representative of the Company, and Consultant will not have any authority to bind the Company or any subsidiary of the Company in any manner.
6.
7.
8.
8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of Florida.
8.2 Complete Agreement. This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this
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8.3 Dispute Resolution. If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney’s fees and expert’s fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. Company agrees that any arbitration proceedings will be conducted in the State of Florida
9.
10.
Exclusivity. Consultant agrees that he will not consult for or assist any person or entity in regard to NutraFuels business model for a period of one year following the date of this agreement,
11.
12.
13.
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15.
18.
Notices. Any Notices required or permitted to be given under the terms of this Agreement shall be sent by certified or registered mail or delivered personally, by responsible overnight carrier or by email/fax, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by responsible overnight carrier or confirmed fax /email, in each case addressed to a party. The addresses for such communications shall be
If to the Company:
Xxxxx Xxxx
0000 Xxxxx Xxxx
Xxxxx X-0
Xxxxxxx Xxxxx, XX 00000
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By email: xxxxx@xxxxxxxxxx.xxx
If to the Consultant:
Xxxxx Xxxxxx
6210nWiles Rd. #000
Xxxxx Xxxxxx XX.00000
By email: xxxxxxx@xxxxx.xxx
19.
Authority
The Company has the full legal right and power and all authority and approval required to enter into, execute and deliver this Agreement and to perform fully the obligations hereunder including approval by the Board of Directors of the Company. This Agreement has been duly executed and
delivered and is the valid and binding obligation of the Company enforceable in accordance with its terms, except as may be limited by bankruptcy, moratorium, insolvency, or other similar laws generally affecting the enforcement of creditors' rights. The Company represents that except with respect to existing Company Information and properly licensed materials, the performance, distribution, or use of anticipated materials will not violate the rights of any third parties. The execution and delivery of this Agreement and the other agreements contemplated hereunder, and the consummation of the transactions contemplated hereby and thereby, and the performance by the Company of this Agreement, in accordance with their respective terms and conditions, will not:
a.
Require the approval or consent of any foreign, federal, state, county, local, or other
governmental or regulatory body or the approval or consent of any other person;
b.
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Law and Arbitration
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts executed and performed in such State, without giving effect to conflict of law principles. All controversies, claims and matters of difference arising between the parties under this Agreement shall be submitted to either litigation in a court of law in the State of Florida , Dade County or binding arbitration in Dade County, Florida ,whichever venue the
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Consultant sees fit. If Arbitration is decided it will prevail under the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) from time to time in force (to the extent not in conflict with the provisions set forth herein). This agreement to arbitrate shall be specifically enforceable under applicable law in any court of competent jurisdiction. Notice of the demand for arbitration shall be filed in writing with the other parties to this Agreement and with the AAA. Once the arbitral tribunal has been constituted in full, a hearing shall be held and an award rendered as soon as practicable. The demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter in question has arisen, and the parties are not making progress toward a resolution. In no event shall it be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter would be barred by the applicable contractual or other statutes of limitations. The parties shall have reasonable discovery rights as determined by the arbitration. The award rendered by the
arbitrators shall be final and judgment may be entered in accordance with applicable law and in any court having jurisdiction thereof. The decision of the arbitrators shall be rendered in writing and shall state the manner in which the fees and expenses of the arbitrators shall be borne. In any arbitration, action, lawsuit or proceeding brought to enforce or interpret the provisions of this Agreement and/or arising out of or relating to any dispute between the parties, the prevailing party with respect to each specific issue in a matter shall be entitled to recover all of his or its costs and expenses relating to such issue (including without limitation, reasonable attorney’s fees and disbursements) in addition to any other relief to which such party may been titled. Without waiving any of the requirements of this paragraph, Company hereby consents to the jurisdiction of the state and federal courts of Dade County, Florida, and waives any objection based on lack of personal jurisdiction, venue, or forum nonconveniens, as to any claim or cause of action, whether in law or equity, arising out of or relating to this Agreement
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Attorney Fees
22.
No Impairment.
The Company will not, by amendment of its Certificate of Incorporation or bylaws, or through reorganization, consolidation, merger, dissolution, issue or sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Warrants referenced in Section 3 but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Consultant against impairment.
23.
Waivers
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No delay on the part of any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof. Nor shall any waiver on the part of any party of any such right, power or privilege, nor any single or partial exercise of any such right, power or privilege, preclude any further exercise thereof or the exercise of any other such right, power or privilege. The rights and remedies of any party based upon, arising out of or otherwise in respect of any inaccuracy in or breach by any other party of any representation, warranty, covenant or Agreement contained in this Agreement shall in no way be limited by the fact that the act,
24.
Severability
25.
Counterparts.
26.
Failure
27.
Further Assurances
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The Company shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and
IN WITNESS WHEREOF, the Company and Consultant have executed this Agreement as of the day and year first above written.
Consultant:
/s/ Xxxxx Xxxxxx August 1st 2015
Xxxxx Xxxxxx
Company:
/s/ Xxxxx Xxxx August 1st 2015
C.E.O.
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