CONSULTING AGREEMENT
THIS
AGREEMENT,
made
this 16th
day of
April 2007, by and between Rocky
Mountain Fudge Company, Inc.,
a
Nevada corporation (“RMFC”)
and
Xxxxxx
Xxxxxxx
(“Consultant”).
In
consideration of the compensation hereinafter agreed and the covenants and
agreements herein contained, the parties hereto mutually agree as
follows:
1. Independent
Contractor.
Consultant will
be
deemed at all times to be an independent contractor. Consultant
is
not,
for any purposes, an employee or agent of RMFC
and
Consultant
agrees
not to make any representation to the contrary. Consultant
understands
and agrees that as an independent contractor he does not have any authority
to
sign contracts, notes, obligations, to make any purchases or to acquire or
dispose of any property on behalf of RMFC,
unless
otherwise directed and authorized in writing by an officer of RMFC.
RMFC
understands
and agrees that as an arms length independent contractor, Consultant
does
not
have any obligations or liability with respect to any contracts, notes,
obligations, purchases, acquisitions or dispositions of any property on behalf
of RMFC
and
RMFC
agrees
to indemnify and save harmless Consultant
from
any
and all claims arising from these transactions.
2. Character
and Extent of Services.
Consultant
will
provide consulting and advisory services in connection with RMFC’s
business
development and production and marketing strategies. The services will be
performed by Consultant
and will
include, but not be limited to the following:
● Assist
in
the production and marketing of product and in strategic planning;
● Attend
exhibits, functions and other events where attendance will benefit RMFC;
● Provide
business guidance to RMFC
management;
● Provide
advice to the Board of Directors; and
● Perform
such other services as are mutually agreed upon by Consultant
and
RMFC.
3. Term.
This
Agreement
and the
services to be performed hereunder will commence on the 17th
day of
April 2007 and for a period of three years thereafter. This Agreement
will be
automatically renewed for an additional three years, unless otherwise terminated
by either party with a minimum of fifteen (15) days written notice prior to
the
renewal date. Thereafter either party may terminate the Agreement
at any
time with fifteen (15) days written notice.
4. Compensation
and Expenses.
In
consideration for this Agreement
and the
services to be performed by Consultant
hereunder,
RMFC
will pay
Consultant
at
the
rate of $20.00 per hour for services provided to RMFC
under
the terms of this Agreement,
payable
on the first day of each month immediately following the month in which the
services were provided. Consultant
will
submit to RMFC
such
reports or other supporting documentation as RMFC
may
reasonably require to verify the services rendered. Expenses, which must be
approved in advance by RMFC,
are to
be reimbursed upon submission to RMFC
of valid
invoices evidencing such expenses.
5. Assignment
and Subcontracting.
Consultant’s
obligations authorized under this Agreement
are not
assignable or transferable and Consultant
agrees
not to subcontract any of the work authorized hereunder without prior approval
of RMFC.
6. Legal
Requirements.
Consultant
agrees
to secure all necessary licenses or permits required by law and comply with
all
ordinances, laws, rules, and regulations pertaining to the services to be
provided hereunder.
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7. Guarantees
and Warranty.
Consultant
warrants
and guarantees that the work performed hereunder will be in accordance with
generally accepted professional standards.
8. Proprietary
Information. Consultant
will
not,
either during or after the term of this Agreement,
disclose to any third party any confidential or proprietary information relative
to the work performed hereunder or the business or products of RMFC
without
the prior written consent of RMFC.
RMFC
representatives will at all times have access to the work performed by
Consultant
for
purposes of inspecting same and determining that the work is being performed
in
accordance with the terms of the Agreement.
9. Waiver.
The
failure of
RMFC
to
insist on strict performance of any of the terms and conditions hereof will
not
constitute a waiver of any other provisions or any default to Consultant.
The
terms and conditions of this Agreement
will
survive the period herein stated.
10. Governing
Law.
This
Agreement
is
governed by and construed in accordance with the substantive laws of the state
of Utah.
11. Entire
Agreements and Amendments
This
instrument constitutes the entire Agreement
between
the parties covering the subject matter defined herein. No modifications or
amendments will be valid unless stated in writing and signed by the parties
hereto.
IN
WITNESS WHEREOF,
the
parties hereto have caused this Agreement
to be
duly executed in their respective names:
|
“RMFC”
|
|
|
Rocky
Mountain Fudge Company, Inc.
|
“Consultant”
|
|
By:______________________________
|
______________________________
|
|
Its:
|
Xxxxxx
Xxxxxxx
|
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