CONSULTING AGREEMENT
Exhibit
6.25
This Consulting Agreement
(“Agreement”)
is made and entered into as of this 20th
day of March, 2017, by and between
I|M1, LLC, a California limited liability company
(“Consultant”),
and Kure Corp., a Florida corporation (“Company”).
RECITALS
A.
Consultant
is engaged in the licensing of intellectual property relating to
“I’M1” and provides online, event driven and
other marketing and branding consulting services to its clients
using facilitators and visual representations being known and
recognized by the public and associated in the public mind with
Consultant.
B.
Ms.
Ireland, an internationally famous person and designer with a
highly favorable public image and strong, favorable identity for
branding; and a strong portfolio of multiple brands and
ambassadors, also with a highly favorable public image and strong
brand identities serves as Chief Brand Advisor of
Consultant.
C.
Company is a manufacturer, distributor and/or
seller of products and desires to use the branding capabilities of
the Consultant for vape related products, and limited to those
products set forth in Exhibit B
to the Licensing Agreement between
Consultant and Company (“Vape
Products”).
D.
The Consultant possesses unique and appropriate
knowledge and skill to promote the Company, through online and
social media, in regards to the Vape Products set forth in
Exhibit
A to advise the Company in
regard to marketing and brand awareness.
E.
The Company desires to retain Consultant on an
exclusive basis with respect to the Vape Products set forth
in Exhibit A
to provide services to the Company on
the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE in consideration of
the mutual covenants and promises contained herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1. Consultancy.
The Company hereby engages Consultant to provide assistance in
promotion of the Company and promotion and advice in regard to
marketing and branding of the Vape Products.
2. Duties
and Involvement.
a. The services will generally include assistance in
promotion of the Company's name and products to the public for
greater public awareness and promotion of the Company and its
products in the online community and on television. Consultant will
make use of its social media network for these purposes and will
also provide promotion of the Vape Products on various
media. The Services to be performed will include, without
limitation, (i) a social media blitz, including blogging on
Twitter, Instagram, Facebook and other social media platforms by
Xxxxx 00, 0000, (xx) modeling impressions with the Company’s
products which will be provided on various social media platforms
by May 31, 2017, (iii) marketing and sales merchandising and
branding materials by March 31, 2017, and (iv) television and
public support statements for “I’M1” along with
“Kure” by May 31, 2017; provided, that it is understood
and agreed that any failure to accomplish one or more of the
Services by the dates set forth above shall not be deemed to be a
material breach of this Agreement for purposes of Section 4(b)
(the “Services”).
b.
Consultant acknowledges that neither it nor any of its employees
will make use of Company proprietary data for personal use or gain,
and will not disclose to any third party any confidential
information or materials which it receives as a result of providing
the Services hereunder.
3. Exclusivity
for Select Identified Products.
Company acknowledges that Consultant provides services to other
entities for other products, and the Services provided herein shall
be exclusive only to those Vape Products set forth on
Exhibit
A. For clarification purposes,
the parties understand and agree that Consultant may perform
services for other entities and for other products (including,
without limitation, Vape Products) to the extent such products are
not specifically set forth in Exhibit
A.
4. Term
and Termination.
a.
This Agreement shall begin effective with the execution of this
Agreement and shall terminate on December 31, 2017.
b.
This Agreement may be terminated upon the following events: (i)
mutual agreement of the parties provided written notice is given;
or (ii) a material breach of any of the provisions hereof by either
party.
5. Compensation.
Company agrees to compensate
Consultant as follows: (i) Two Hundred Thousand Dollars ($200,000)
prior to March 31, 2017 (in exchange for the Services in Section
2(a)(i) and (iii) and a portion of the exclusivity in Section 3),
and (ii) Four Hundred Thousand Dollars ($400,000) prior to May 31,
2017 (in exchange for the remaining Services and remaining
exclusivity in Section 3).
6. Services.
Consultant shall devote such time and
effort necessary to discharge duties hereunder. The Company
acknowledges that Consultant may conduct other business activities
and that it may pursue such during the term of this Agreement so
long as such are not inconsistent with the intent and duties
hereunder.
7. Assignment.
This Agreement may not be assigned by
either party hereto without the written consent of the other but
shall be binding upon the successors the
parties.
8. Governing
Law. This Agreement shall be
constructed by and enforced in accordance with laws of the State of
California.
9. Agreement Drafting. The parties
understand and agree that this Agreement is being prepared as an
accommodation to the parties by a business advisor on behalf of a
shareholder in both parties, and such business advisor is neither
(a) acting in any legal capacity, nor (b) representing either party
in any legal or business capacity. This Agreement represents the
agreement between the parties, which has been reduced to writing by
a third party. Each party should seek their own legal counsel for
review and negotiation prior to execution.
10. General.
This Agreement contains the entire
understanding and agreement between the parties. There are no other
agreements, conditions or, oral or written, express or implied,
with regard. This Agreement may be amended only in writing signed
by both parties. This Agreement may be executed in counterparts,
each of which shall be an original but all of which together shall
constitute one and same agreement. The provisions of the Agreement
shall be binding upon the parties and their successors and assigns.
If any provisions of this Agreement, or application thereof to any
circumstances shall be deemed or held to be invalid, illegal or
unenforceable to any extent, the remainder of this Agreement shall
not be affected and the application of such affected provision
shall be enforced to the greatest extend possible under
law.
IN
WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
Consultant:
I|M1, LLC
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, President
Company:
Kure Corp.
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx, CEO
Exhibit A
The
following Vape Products specifically labeled under the
“I’M1” brand:
a.
E-liquid (or
e-juice).
b.
Vaporizers.
c.
Mods.
d.
Atomizers.
e.
Tanks.
f.
Drip
Tips.
g.
Other vape related
hardware.
h.
Retail stores
having inventory for sale comprised primarily of vape related
products.
