CONSULTING AGREEMENT
This Agreement (the “Agreement”) is entered into as of 18th of May 2015 by and between Arc LifeStyle Group Inc. (“ARC”) and its subsidiaries, and Xxxxxxx Xxxxx (the “Consultant”).
Whereas, ARC is in the business of lifestyle and specializes in Fashion, Food & Beverage and
Leisure;
Whereas, the Consultant is experienced in the Fashion industry. She has a highly developed network in China, a target market for ARC.
Whereas, ARC desires to expand its business and needs certain expertise which the Consultant possesses to help achieve its growth, and
Whereas, ARC desires to retain the Consultant to provide executive business development services to take advantage of the Consultant’s experience and to exploit commercial opportunities, and the Consultant is willing to provide such consulting services acting on behalf of ARC.
Now therefore, In consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows:
Consultant shall provide services as Operative Manager of ARC or such other services for and on behalf of Arc, through one or more of its duly-authorized officers, may assign to Consultant from time to time, provided however, that Consultant will not be unreasonably assigned to any function that does not have comparable status, level of responsibilities and duties as the position initially assumed under this Agreement. Consultant shall perform such services and duties for ARC as are usually and customarily required of a person holding the position of Operative Manager (or other position as assigned by ARC) in the industry in which ARC does business.
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Consultant shall promptly obey, comply with and be subject to all rules, regulations and orders that may from time to time be issued by ARC and that are in keeping with Consultant’s relation with ARC and such rules, regulations and orders shall have the same force and effect as though they were written into this Agreement at this time, including without limitation Buyer's code of business conduct & ethics policies, xxxxxxx xxxxxxx policies, and confidentiality requirements. The services to be performed by Consultant shall be principally rendered in China (“Consultant’s Principal Place of Business”), together with such business travel as may be necessary for Consultant to satisfactorily perform the duties required under this Agreement. Consultant shall report directly to the Board of Directors and/or President of ARC.
2. Term and Termination. The term of this Agreement shall begin on the date first signed and shall continue until the completion of one year (the ‘Termination Date’) unless terminated by either party as described herein (the “Term”). Prior to the Termination Date, ARC may terminate this agreement for cause (defined as immoral, unethical, or illegal behavior the Consultant) without prior notice. Should ARC terminate this agreement other than for cause, it shall provide the Consultant with 5 days’ notice.
Should the Consultant terminate this agreement other than due to a breach of this Agreement by ARC, Consultant shall forfeit any claims to compensation for transactions completed by ARC following the termination date, unless the fees earned were for work completed by the Consultant prior to the termination date. Should ARC terminate this agreement other than for a breach of this agreement, it shall provide ARC with 5 days’ notice.
ARC Shall have exclusive right to nominate any incentive fee payments earned to be paid either in cash, or registered or restrictive shares of common stock of ARC at market price, or a mix thereof.
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The Consultant will also be eligible to participate in ARC’s Incentive Stock Option Plan, as adopted by its Board of Directors, and Consultant shall be entitled to participate in a manner consistent with other consultants to ARC.
Unless otherwise required by law, all such compensation shall be payable without deduction for national or local income taxes, social security or any other amounts, which shall remain the responsibility of the Consultant.
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8. Confidentiality, Non-Competition and Non-Circumvention. During the term of this Agreement and for a period of two (2) years after, ARC and Consultant agree that neither of them, nor any affiliate of them, directly or indirectly, or in any other capacity, will (i) in any manner influence any person who is an employee of the other Party to leave such service or hire any such person, (ii) contact or solicit any Person that is or at any time within the one year period immediately prior to the date of this Agreement was a customer of ARC or Consultant for the purpose of providing products, services or business competitive with that provided by the other PARTY, or provide any such products, services or business to any such Person, (iii) request or advise any suppliers, customers or accounts of the other Party to withdraw, curtail or cancel any business that is placed with the other Party, (iv) use or disclose, or cause to be used or disclosed, any secret, confidential or proprietary information of either Party, which is stipulated by either Party as confidential, regardless of the fact that ARC and/or Consultant or any ARC Affiliate may have participated in the development of that information, or (v) make any disparaging remarks about the other Party, their employees or officers, or their services, practices or conduct.
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19. Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida.
[Signature Page Follows]
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For Arc LifeStyle Group, Inc. | Consultant | |
/s/ Xxxxxx Xxxxx Xxxxxxxx | /s/ Xxxxxxx Xxxxx | |
Xxxxxx Xxxxx Xxxxxxxx, CEO | Xxxxxxx Xxxxx |
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Schedule A
Compensation for Business Development Initiatives of the Consultant
1. Sales of ARC Services or Products
Incentive Fee payable: For gross margin (sales less all direct costs of sales) received and paid to ARC for products or services sourced by the Consultant: 50% of the first $10,000 in any given month; plus 25% of the amount above $10,000, until $15,000 in cash compensation in any given month is achieved; and thereafter 10%.
2. New Contracts of business for services to be rendered by ARC
Incentive Fee payable: 2% of the first year value of the contract, based on gross revenues of any related business to ARC, as determined by ARC’s auditors. This amount shall be on top of the payments in #1 above.
3. Hiring of key executives introduced to ARC by the Consultant
Incentive Fee payable: $15,000 for any senior executive (director or vice president), and $5,000 for any other management employee hired by ARC, payable in cash or shares of ARC common stock.
Incentive Fee payable: Compensation in the form of common shares will be issued to the Consultant for any company or part of a company that ARC acquires that the Consultant sourced and introduced to ARC and which was subsequently acquired. For deals above $75 million, compensation shall be equivalent to 1% of the value of the transaction; 5% for deals under the value of $10 million and 3% for deals in between.
An hourly fee of $120 (“Consulting Rate”) or pre-negotiated fixed fee will be paid for ARC approved activities to provide consulting and advisory services to ARC. Consultant must provide regular written status reports and invoices.
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