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EXHIBIT 10.8
AGREEMENT FOR CONSULTING SERVICES
This agreement is entered into by and between Amazon Natural Treasures,
Inc., a Utah Corporation and Xx. Xxxxxxxx Xxxxxxxxx (hereinafter referred to as
Company) and RPD, LLC, a California Limited Liability Company (hereinafter
referred to as RPD) this 16th day of September 1996.
RECITALS
Company owns the proprietary rights to certain phytotherapy products
which provide remedies for a wide variety of ailments both physical and
emotional. Company harvests raw material from the Brazilian rain forest, which
it then uses in proprietary combinations to formulate marketable products for
consumption.
RPD is a business consulting firm which has expertise that Company
deems extremely valuable and is desirous of utilizing in the marketing of its
products.
NOW THEREFORE, in consideration of their mutual promises and other
consideration as hereinafter set forth, the parties agree as follows:
1. The recitals are incorporated into the agreement hereat
in full.
2. Upon Company's formal request for assistance, RPD agrees to provide
to Company strategic business advice and consultation subject to RPD's
availability and time restrictions. Company is not obligated to follow the
advice of RPD but may use it as Company sees fit.
3. Upon Company's formal request for assistance, Company agrees to
compensate RPD for such strategic business advice and consultation, unless
provided pursuant to section 4 and its subparts, according to the following:
A. RPD shall be reimbursed by Company for all expenses
incurred in participating in Company business, including without
limitation travel, hotel, transportation, meals away from home,
supplies, phone, and the like. Payment is due within 10 days of receipt
of such invoice by Company.
B. Company shall compensate RPD for time spent on
Company business at the rate of $2,000.00 per day in
addition to the foregoing. Said daily compensation shall be
paid weekly.
4. Company is also desirous of having RPD market its products. In the
event Company reaches an agreement in any form with any of the sources
introduced to Company by RPD, or if RPD
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is able to negotiate a contract for Company with any source to market, sell,
license, distribute, or deliver under royalty any of Company's products, RPD
shall be compensated according to the following excluding Nature Way:
A. Upon signing of a contract by Company pursuant to paragraph
4 above which will provide the company at least $1,000,000.00 in gross
revenues, or in the event RPD secures funding for the company in an
amount of at least $1,000,000.00 pursuant to paragraph 4.B below,
Company shall grant to RPD an option to buy up to 500,000 shares of
Company's restricted stock at a price of $.05 per share. This option
shall remain open for a period of one year from the date of this
agreement. RPD may exercise said option stating the number of shares to
be purchased. Upon payment for the stock, the Company will effect the
delivery of said shares in accordance with normal delivery procedures.
B. In the event that RPD secures funding from any source
except by way of a loan for Company, RPD shall be paid from said funds
$200,000.00 or 10% of the gross amount of the monies paid to Company
whichever is higher. In no event shall the money paid to RPD under this
paragraph exceed 25% of the funding procured by RPD and paid to
Company. All funds due hereunder shall be paid to RPD within 15 days of
the receipt of said funding by Company.
C. For all transactions in which RPD procures a buyer for, or
participates in the purchase of Company's products, RPD shall be paid
15% of the gross receipts paid to Company for the sale of any product
by the Company or for the receipt by the Company of any fee for the
license of the product, use of the product, or payment of a royalty for
the product unless paid pursuant to paragraph 4.B above. All funds due
hereunder shall be paid to RPD within 15 days of receipt of said monies
by Company.
5. Company agrees to cooperate with RPD and together use their best
efforts to bring about a contract with any acceptable company introduced by RPD
to Company as a potential purchaser or user of Company's products. In the event
the Company acts independently of RPD in reaching an agreement with any of RPD's
sources, Company shall be responsible for payment to RPD for all monies which
would otherwise be due under the compensation package outlined above as if the
Company had entered into an agreement with the prospective purchaser under the
direction of RPD. In any negotiation, by a source introduced by RPD, RPD
acknowledges that the Company will set and require certain minimum quantities be
purchased to maintain an exclusive arrangement by said source and that Company's
product's prices will incorporate the monies paid to RPD under the provisions as
stated in paragraph 4.C.
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6. Company maintains sole discretion in furnishing to RPD, or any of
his referred sources, any and all proprietary information including: documents,
materials, date, technical assistance, product samples, and formulas. No
proprietary information will be given to RPD or any referred source without the
written permission of the Company. Any written permission will stipulate the
conditions under which the proprietary information will be given and will
include any monetary compensation that the Company deems appropriate. Prior to
receiving any of Company's proprietary information, RPD shall sign an agreement
of confidentiality in Company's usual form. RPD shall not disclose any
proprietary information of Company to third parties without the prior approval
of Company.
7. From time to time RPD may procure a prospective purchaser who will
require an exclusive agreement with the Company to package, market, sell or
distribute Company's product. In such event Company agrees to provide such
exclusivity and will execute any and all documents required to effectuate such
exclusive agreements, provided said agreement is not in violation of the last
sentence of paragraph 5.
8. This agreement shall remain in effect for a period of one year and
may thereafter be renewed by the parties. All obligations to make payment under
the compensation package to RPD once commenced shall continue for as long as the
relationship/agreement under which payment is being made continues without any
time limitation. For example, if RPD is being paid 15% of monies received by
Company under a licensing agreement procured through RPD, RPD shall continue to
be paid for as long as the licensing agreement and/or the business relationship
between Company and licensee/purchaser exists.
9. Any obligation of the Company to pay RPD for any compensation
accrued to RPD by virtue of paragraph 3 and 4 above shall survive the
termination of this agreement.
10. Both parties recognize that each will in the course of doing
business receive from the other certain proprietary and confidential information
which is not available to the general public. In that event each agrees to keep
such imparted information confidential and proprietary.
11. In receiving the advice and consultation of RPD, Company
acknowledges that with regard to any corporate decision, the Company retains the
right to conduct its own independent research, rely on its own independent
sources and accepts the ultimate responsibility for all its decisions in this
regard.
12. This agreement shall be binding upon and inure to the benefit of
the successors and assigns of the respective parties.
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13. All notices required by this agreement shall be sent to a party at
the following respective address:
RPD
000 X. Xxxxxxx Xx. Xxxxx 000
Xxxxxxxxx, Xx. 00000
Company
Amazon Natural Treasures, Inc.
0000 X. Xxxxxxx Xx., Xxxxx X-0
Las Vegas, Nv. 89119
14. In the event of a dispute over the terms or enforcement of this
agreement, the parties agree that the site of the dispute shall be the domicile
of the defendant. The prevailing party in such dispute shall be entitled to
reasonable attorneys fees and costs including the cost of expert witness fees.
15. Nothing in this agreement shall be construed to create a
partnership, joint venture or an employment relationship between RPD and
Company.
16. All provisions of this agreement are and shall be defined to be
Severable, and if any provision of this agreement shall be deemed to be invalid
as coronary to law or public policy, sauce provision shall be deemed to be
severed from this agreement, and the remaining prove signs shall attain in full
force and effect.
17. Neither party to this agreement shall be liable to the other for
loss or damage arising out of any delay or failure by such party in performing
its obligations hereunder, if such delay or failure was the unavoidable
consequence of any act of God, exercise of governmental power, strike or other
labor disturbance, war, revolution, embargo, insurrection, operation of military
forces, or other event or condition beyond the control of such party; provided
that such party (1) notifies the other party of such inability to perform and
the reasons thereof with reasonable promptness; and (2) performs its obligations
hereunder as soon as circumstances permit.
18. This agreement may be sent via fax to both parties and signed as
such. A party's signature on such faxed copy may be required to the other via
fax and used as if it were the original signature.
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19. This constitutes the entire agreement between the parties relating
to the, subject matter herein unless modified in writing and signed by both
parties.
RPD, LLC Amazon Natural Treasures, Inc.
Xxxxxxx X. Xxxxxxx, /s/ Xxxxxxx Xxxxxx,
President -------------------
President
/s/ Xx. Xxxxxxxx Xxxxxxxxx
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