EXHIBIT 10.7 Consulting Agreement between GFY Foods, Inc. and White Rhino
Consulting, Inc. dated January 12, 2004
CONSULTING AGREEMENT
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This agreement is made effective as of January 12, 2004, by and
between GFY Foods Inc., a Nevada Corporation, (hereinafter "GFY") and White
Rhino Consultants, Inc. (hereinafter "Consultant") as an independent contractor,
in order to memorialize and confirm their respective duties, rights and
obligations. The parties have entered into this Agreement as a means of securing
to themselves the benefits and advantages of their mutual interests and goals
with respect to the business of GFY.
1. SERVICES. Consultant shall provide, when requested, services to GFY.
These services shall include assisting the company with the
compilation, preparation and consolidation of financial statements;
drafting of legal documents; drafting of any other business documents
upon request of GFY; and acting as an interface with the auditors and
attorneys of GFY upon the request of GFY. The parties intent in
entering into this Agreement is to minimize the fees paid to the
auditors, by delivering financial statements that attempt to adhere
with GAAP and to minimize attorney fees paid by GFY by having its
attorneys review documents prepared by Consultant as opposed to having
the GFY attorneys prepare such documents. CONSULTANT IS NOT AN ATTORNEY
AND ALL LEGAL DOCUMENTS AND/OR FILINGS WITH THE SECURITIES EXCHANGE
COMMISSION SHOULD BE REVIEWED BY GFY AND ITS ATTORNEYS PRIOR TO FILING
OR FINAL EXECUTION. CONSULTANT IS NOT AN S.E.C. APPROVED AUDITOR AND
ALL FINANCIAL STATEMENTS MUST BE AUDITED (REVIEW FOR QUARTERLY
STATEMENTS) BY THE COMPANY'S AUDIT FIRM. UNLESS APPROVED IN WRITING ALL
FINANCIAL STATEMENTS ARE DEEMED TO BE USED FOR INTERNAL USE ONLY.
2. TERM OF AGREEMENT. Unless extended by a separate written agreement, the
term of this Agreement shall be two (2) years from the date of its
execution.
3. TERMINATION. GFY may terminate this Consulting Agreement for "cause".
Cause shall be defined as 1) disregard of a direct order of the Board
of Directors or any Officer of GFY, 2) conviction of a felony or any
crime involving moral turpitude and 3) taking unjustified actions
against GFY that the Board of Directors believe materially harm GFY.
4. PAYMENT FOR CONSULTING SERVICES. GFY shall pay to Consultant a retainer
equal to ten thousand dollars ($10,000). Consultant will then invoice
GFY for hourly services at a rate of One Hundred Twenty Five Dollars
($125) per hour. Such invoices shall be due and payable within 14 days
of receipt.
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5. EXPENSES. Consultant shall be reimbursed for automobile transportation
expenses, travel expenses, telephone expenses and for other
out-of-pocket expenses incurred in the course of rendering services for
GFY.
6. USE OF ASSISTANTS. Consultant is solely responsible to GFY for the
results of any specific job, but may use his own employees or
assistants in rendering services to GFY, provided that the job results
are satisfactory to GFY, and provided that any such employees or
assistants are paid by Consultant out of Consultant's own funds.
7. OTHER CLIENTS. GFY recognizes that Consultant routinely performs
similar services for other persons or entities. In the performance of
services for GFY, Consultant is and shall at all times be an
independent contractor and not an employee of GFY. Consequently, GFY
will not withhold income or Social Security taxes or provide
unemployment, disability, or any similar benefits to Consultant. GFY
will also not provide liability insurance, errors and omissions
insurance, worker's compensation insurance, or any other type of
insurance coverage for Consultant. Consultant is expected to maintain
any coverage legally required of an independent contractor while
performing services for GFY, and by signing this agreement, Consultant
represents that he/she has obtained for him/her-self and his/her
employees, all insurance required by law for independent contractors
involved in the provision of similar services. Consultant shall not
make any claim against any insurance that GFY may from time to time
provide for itself and/or its employee(s), whether such claim arises
out of Consultant's work for GFY or out of any other circumstances.
8. INDEMNIFICATION OF CONSULTANT. GFY agrees to indemnify, defend and hold
Consultant harmless from and against all demands, claims, actions,
losses, damages, liabilities, costs and expenses, including without
limitation, interest, penalties and attorneys' fees and expenses
asserted against or imposed or incurred by either party by reason of or
resulting from any action taken by GFY, including any breach by GFY of
any representation, warranty, covenant, condition, or agreement
contained herein.
9. SOFTWARE, OFFICE AND SUPPLIES. Consultant shall supply any and all
software and instrumentalities used by Consultant in the rendering of
services to GFY, unless otherwise agreed in a writing signed by both
parties.
10. NO RELIANCE ON GFY. Consultant shall not rely upon or use any license
or license number that may be maintained from time to time by GFY.
Consultant shall also maintain in force any business license required
by local governmental entities.
11. NO OFFICE PROVIDED. Consultant shall maintain his own offices from
which to do work under this Agreement, provided, however, that GFY may
permit reasonable use of its facilities to Consultant from time to time
when such an arrangement may promote the purposes of this Agreement.
Notwithstanding any of the foregoing, the times and places at which
Consultant renders services to GFY under this agreement are to be at
the discretion of Consultant, provided that each job is completed in a
timely and otherwise professional manner.
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12. ENTIRE AGREEMENT. This agreement encompasses all the terms of the
agreement between the parties hereto, and this agreement supersedes any
and all other agreements, either orally or in writing, between the
parties hereto with respect to the matters discussed herein. Any
modifications of this agreement will be effective only if set forth in a
writing signed by both parties.
13. SEVERABILITY. Whenever possible, each provision of this agreement shall
be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this agreement shall be
prohibited or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or of the remaining
provisions of this agreement.
14. GOVERNING LAW. This agreement shall be construed in accordance with, and
governed by, the laws of the State of Colorado.
WHITE RHINO CONSULTANTS, INC. GFY FOODS, INC.
/s/ Xxx Xxxxxxx Xxxxxx By /s/ Xxxxxx Xxxxxxx
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XXX XXXXXXX XXXXXX, President XXXXXX XXXXXXX, its President
Date: January 12, 2004 Date: January 12, 2004
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