CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") made as of April 15, 2002 by
and between Xxxx Munich ("Consultant") and Gateway Distributors, Inc.
("Company").
WITNESSETH
WHEREAS, the Company requires and will continue to require business
services relating to management, strategic planning and marketing for the
Company; and
WHEREAS, Consultant shall provide Company with strategic planning and
marketing consulting services and is desirous of performing such services for
the Company; and
WHEREAS, the Company wishes to induce Consultant to provide these
consulting services to the Company,
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
stated, it is agreed as follows:
1. APPOINTMENT
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The Company hereby engages Consultant and Consultant agrees to render
various business services to the Company upon the terms and conditions
hereinafter set forth.
2. TERMS
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The term of this Agreement began as of the date of this Agreement, and
shall terminate on April 30, 2003 unless earlier terminated in accordance
with paragraph 7 herein or as extended by the parties from time to time.
3. SERVICES
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During the term of this Agreement, Consultant shall provide advice to,
undertake for and consult with the Company concerning management,
marketing, consulting, strategic planning, corporate organizations and
structure, sales matters in connection with the operations of the business
of the Company. Consultant agrees to provide on a timely basis the
following services, and additional services contemplated thereby:
(a) The implementation of short-range and long-range strategic
planning to develop and enhance the Company's products and
services;
(d) Develop and assist in the implementation of a marketing program
to enable the Company to broaden the markets for its services and
promote the image of the Company and its products and services;
(c) Advise the Company relative to the recruitment and employment of
marketing and sales personnel consistent with the growth of
operations of the Company;
(d) The identification, evaluation, structuring, negotiating and
closing of strategic alliances.
4. DUTIES OF THE COMPANY
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The Company shall provide Consultant, on a regular and timely basis, with
all data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested
by Consultant, and shall advise Consultant of any facts which would affect
the accuracy of any data and information previously supplied pursuant to
this paragraph. The Company shall promptly supply Consultant with full and
complete copies of all brochures or other sales materials relating to its
products and services.
5. COMPENSATION AND EXPENSE REIMBURSEMENT
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Concurrently with the execution hereof, the Company shall issue to
Consultant 50,000,000 shares of $.001 par value common stock of the Company
(the "Shares") which shall be registered with the United States Securities
and Exchange Commission and applicable state securities agencies so as to
enable the Shares to be freely saleable and tradable in the public
securities markets. The Company shall use its best and diligent efforts to
maintain all SEC and other registrations so as to enable said Shares to be
fully saleable and tradable for a period of five (5) years from the date
hereof. Consultant in providing the foregoing services shall be reimbursed
for any pre-approved out-of-pocket costs, including, without limitation,
travel, lodging, telephone, postage and over night shipping charges.
6. REPRESENTATION AND INDEMNIFICATION
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The Company shall be deemed to have been made a continuing representation
of the accuracy of any and all facts, material information and data which
it supplies to Consultant and acknowledges its awareness that Consultant
will rely on such continuing functions. Consultant in the absence of notice
in writing from the Company will rely on the continuing accuracy of
material, information and data
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supplied by the Company. Consultant represents that he has knowledge of and
is experienced in providing the aforementioned services.
The Company agrees to indemnify, hold harmless and defend Consultant from
any and all claims or demands of any kind relating to the Company's breach
of its agreements hereunder.
7. MISCELLANEOUS
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Termination: This Agreement may be terminated by Consultant upon written
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notice to the Company for a material breach of this contract which shall be
effective five (5) business days from the date of such notice.
Modification: This Agreement sets forth the entire understanding of the
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Parties with respect to the subject matter hereof, and may be amended only
in a writing signed by both parties.
Notices: Any notices required or permitted to be given hereunder shall be
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in writing and shall be mailed or otherwise delivered in person or by
facsimile transmission at the address of such Party set forth above or to
such other address or facsimile telephone number, as the Party shall have
furnished in writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
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Agreement shall not operate as or be construed to be a waiver of any other
breach of that provision or of any breach of any other provision of this
Agreement. The failure of a Party to insist upon strict adherence to any
term of this Agreement on one or more occasions will not be considered a
waiver or deprive the other Party of the right thereafter to insist upon
adherence to that term of any other term or this Agreement.
Severability: If any provision of this Agreement is invalid, illegal, or
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unenforceable, the balance of this Agreement shall remain in effect, and if
any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
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this Agreement shall be submitted to arbitration under the rules of the
American Arbitration Association and the decision of the arbitrator(s)
shall be enforceable in any court having jurisdiction thereof. Arbitration
shall occur only in DuPage County, IL. The interpretation and the
enforcement of this Agreement shall be governed by Illinois law as applied
to residents of the State of Illinois relating to contracts executed in and
to be performed solely within the State of Illinois. In the event any
dispute is arbitrated, the prevailing Party (as determined by the
arbitrator(s)) shall be entitled to recover that Party's reasonable
attorney's fees incurred (as determined by the arbitrator(s)).
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IN WITNESS WHEREOF, this Agreement has been executed by the Parties as of the
date first above written.
COMPANY CONSULTANT
GATEWAY DISTRIBUTIONS, INC. XXXX MUNICH
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxx Munich
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Xxxxxxx X. Xxxxxx Xxxx Munich
