CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (herein the "Agreement")
is entered and is effective
as of SEPTEMBER 15, 2010, by and between THE XXXXXXX GROUP, LLC, a California
limited liability company (herein "Dr. Gadget®"),
and CONO ITALIANO, INC. a Nevada Corporation (herein "CONO ITALIANO"), and both
referred to collectively as the "Parties", who agree as follows:
1. PARTIES.
(a) CONO ITALIANO is
in the business of "ON THE GO" food manufacturing sales and
distribution.
(b) Xxxx Xxxxxxx AKA
Dr.
Gadget.® Dr. Gadget®
is in the business of advertising, consulting and promoting products and
providing entertainment services featuring live and recorded performances by
way of
television and radio, conducting seminars, and workshops in the field of product
development. "Dr. Gadget®"
is a registered trademarks of The
Xxxxxxx Group, LLC. Xxxx Xxxxxxx is the entertainment personality known as Dr.
Gadget®.
2. ENGAGEMENT. CONO ITALIANO
hereby retains Dr. Gadget®
to provide strategic
marketing assistance and consulting, for the presentation of the CONO
ITALIANO
PRODUCT LINE pursuant to this Agreement.
3. TERM. The term of this agreement is
for one hundred eighty days (180 days), with a ninety day (90) review of
services allowing either party to terminate this agreement on
the (90th)
day.
4. COMPENSATION.
In
consideration for the services provided by Dr. Gadget®,
CONO ITALIANO shall:
(a) Pay Dr.
Gadget®
the sum of Seventy Five Hundred Dollars ($7,500.00) monthly due on or before the
15th of each month
during the term of this
Agreement, payable on the date of execution of this agreement;
and
(b) For any futures
sales, commissions and or performance bonus compensation this shall be
determined by the CONO ITALIANO to pay Dr. Gadget® this
sum shall be determined
at a later date and be mutually agreed on by all parties.
(c) CONO ITALIANO
understands that this consulting agreement does not include the on air
representation of Dr. Gadget®, said services are not
included in this agreement.
5. EXPENSES. In addition to the
compensation set forth in Section 4 above, CONO ITALIANO shall agree to
reimburse Dr. Gadget all pre approved expenses incurred by Dr.
Gadget for
travel and hotel if determined necessary to and from said travel expense shall
be determined by which city Dr. Gadget is located in at time of
expense.
6. MISCELLANEOUS.
(a)
Entire
Agreement. This Agreement constitutes the entire agreement among the
parties hereto with regard to the subject matter hereof, and supersedes all
previous negotiations, agreements and commitments in respect thereto, and shall
not be released, discharged, changed or modified in any manner, except by an
instrument signed by a duly authorized officer or representative of each of the
parties hereto. No oral explanation or oral information by any of the parties
hereto shall alter the meaning or interpretation of this Agreement.
(b) Governing
Law. This Agreement and the validity and interpretation of each
clause and part thereof shall be construed and enforced in accordance with and
governed by the laws of the State of New Jersey.
(c) Construction. Each of
the parties hereto has cooperated in the drafting
and preparation of this Agreement. In construing this Agreement, none of the
parties hereto shall have any term or provision construed against such party
solely by reason of
such party having drafted the same.
(d) Notices. All notices to be given
hereunder shall be in writing and personally delivered (including by a
nationally recognized one-day-delivery courier service) or sent by registered or
certified mail,
return
receipt requested, postage prepaid, to the addresses set forth
below or to such other address as so notified in writing by the parties.
If any of the parties
hereto
has changed its address, a written notice thereof shall be given
to the other party hereto pursuant to this Section 7(d). All notices shall be
deemed to have been given on the earlier of the date of personal delivery or on
the fourth (4th) day following deposit in the United States
mail.
| if to: Cono Italiano, Inc. | ||
| Attn: | Xxxxxxxx Xxxxx | |
| Cono Italiano, Inc. | ||
| 00 Xxxx xxxxxx, | ||
| Xxxxxxx, XX 00000 | ||
| If to Dr. Gadget® | ||
| The Xxxxxxx Group, LLC | ||
| Attn: | Xxxxx Xxxxxxx | |
| The Xxxxxxx Group LLC | ||
|
00000
Xxxxxx Xxxxx Xxxx, Xxxxx #000-X
Xxx Xxxx
Xxxxxxxxxx,
XX 00000
|
||
(e) Successors. Subject
to Section 5 above, this Agreement is binding upon and shall inure to the
benefit of the parties hereto and their respective agents, employees,
representatives, administrators, attorneys, shareholders, officers, directors,
divisions, affiliates, partnerships, partners, joint venturers, parent and/or
subsidiary corporations, assigns, heirs, and successors in
interest.
(f) Counterparts. This
Agreement may be executed in counterparts. When each party hereto has signed and
delivered at least one such counterpart, each counterpart shall be deemed an
original, and, when taken together with other signed counterparts, shall
constitute one agreement which shall be binding upon and effective as to all
parties hereto. No counterpart shall be effective until all parties hereto have
executed and exchanged an executed counterpart hereof.
Executed
on and by:
| "CONO ITALIANO" | |||
|
CONO
1TALIANO, INC.,
a
NEVADA CORPORATION
|
|||
|
Dated:
09/13/2010
|
By:
|
/s/ Xxxxxxxx Xxxxx | |
| Its: | CEO | ||
| "Dr. Gadget®" | |||
|
THE
XXXXXXX GROUP LLC,
a California limited liability company
|
|||
|
Dated:
09/13/2010
|
By:
|
/s/ Xxxxx Xxxxxxx | |
| Its: | Manager | ||
|
Dated:
09/13/2010
|
/s/ Xxxxx Xxxxxxx | ||
| Xxxxx Xxxxxxx, individually | |||
