CONSULTING AGREEMENT
Exhibit
10.11 --- Consultant Agreement dated September 30, 2006 by and among Claire
Coast Corporation, Xxxxx X. Xxxxxxx and Xxxxxxxxx Xxxxx.
This
consulting agreement is made and entered into effective concurrently with the
closing of “Agreement for the Purchase of Common Stock,” dated September 30,
2006 as closed this_______ Day of October 2006, by and between Xxxxx Xxxxxxx
and
Xxxxxxxxx (collectively referred to as the "Consultant") and the new Sole
Director of Clair Coast Corporation (the "Corporation"), Xx. Xxxxx X.
Xxxxxxxx.
I.
EMPLOYMENT
The
Corporation’s new management and Sole Director, Xxxxx X. Xxxxxxxx hereby engages
the services of Consultant to perform for the Corporation certain consulting
services consisting primarily of general business consulting and help with
building the corporate infrastructure of the sales and marketing
divisions.
II.
TERM
The
term
of this agreement shall be for six months, but may be terminated at any time
by
either party on 15 days' written notice.
III.
INDEPENDENT CONTRACTOR
With
respect to the services performed by Consultant under this arrangement,
Consultant shall be an independent contractor of the Corporation and shall
not
be deemed an employee.
IV.
WORK
FOR HIRE
It
is the
intention of the parties that all rights, including, without limitation,
copyright in any reports, surveys, marketing, promotional, and collateral
materials prepared by Consultant in connection with his or her services
performed for the Corporation (the "Work") shall vest in the Corporation. The
parties expressly acknowledge that the Work was specially ordered or
commissioned by the Corporation, and further agree that it shall be considered
a
"work made for hire" within the meaning of the copyright laws of the United
States, and that the Corporation is entitled as author to the copyright and
all
of the rights to the Work, throughout the world, including, but not limited
to,
the right to make such changes in the Work and such uses of the Work, as the
Corporation may determine in its sole and absolute discretion.
V.
CONFIDENTIAL INFORMATION
For
the
purposes of this agreement, "Confidential Information" shall mean the
information described below, which was disclosed by the Corporation to
Consultant in any manner, whether orally, visually, or in tangible form,
including, but not limited to, documents, devices, computer readable media,
trade secrets, formulae, patterns, inventions, processes, customer lists, sales
records, pricing lists, margins, and other compilations of confidential
information, and all copies of such confidential information. Tangible materials
that disclose or embody Confidential Information shall be marked or identified
by the Corporation as "confidential." Confidential Information that is disclosed
orally or visually shall be identified by the Corporation as confidential at
the
time of disclosure.
Consultant
shall maintain in confidence and not use or disclose the Confidential
Information, using a fiduciary degree of care to protect the Confidential
Information. For the purposes of this agreement, Confidential Information shall
not include any information which Consultant can prove (i) was in Consultant's
possession, or known to Consultant without confidentiality restriction, prior
to
disclosure by the Corporation, (ii) was generally known in the trade or business
in which the Corporation is engaged at the time of disclosure to Consultant,
or
becomes generally known in the trade or business after such disclosure, through
no act of Consultant, (iii) has come into the possession of Consultant without
confidentiality restrictions from a third-party, and such third-party is under
no obligation to the Corporation to maintain the confidentiality of such
information, or (iv) was developed by or for Consultant independently without
reference to the Confidential Information.
If
a
particular portion or aspect of the Confidential Information shall become
subject to any of the above-mentioned exceptions, the parties expressly agree
that all other portions or aspects of the Confidential Information shall remain
subject to all of the provisions of this agreement.
In
the
event that Consultant is ordered to disclose the Corporation's Confidential
Information pursuant to a judicial or governmental request, requirement, or
order, Consultant shall promptly notify the Corporation in writing and shall
take reasonable steps to assist the Corporation in contesting such request,
requirement, or order, or in otherwise protecting the Corporation's rights
prior
to such disclosure.
Except
as
may be expressly specified within this agreement, the Corporation grants no
license to Consultant under any copyright, patent, trademarks, trade secret,
or
other proprietary right, to use, utilize, or reproduce the Confidential
Information.
VI.
COMPENSATION
As
compensation for services rendered under the terms of this agreement, Consultant
shall be entitled to receive from the Corporation shares representing two and
one-half percent (2.5%) of the Corporation’s outstanding and issued common
stock. Such stock shall be issued fifty percent to Xxxxx Xxxxxxx and fifty
percent to Xxxxxxxxx Xxxxx and delivered contemporaneously with the execution
of
this Agreement. Such stock shall have piggyback registration rights and shall
contain anti-dilution rights so that it will never collectively be less than
2.5% of the outstanding stock of the Corporation for 12 months after the
effective date of the SEC Share Registration Statement to be filed by new
management on these shares. The compensation payable to Xxxxx and Xxxxxxx is
an
irrevocable condition to the closing of the “Agreement for the Purchase of
Common Stock” dated September 30, 2006 and said compensation will not be
withheld, revoked or rescinded for any reason including any cancellation of
this
agreement by either party. Further, within 30 days following the execution
of
this agreement Claire Coast shall cause its transfer agent of record to issue
and deliver to the consultants share certificates representing full payment
of
compensation due each of the consultants, and such payment of shares due as
compensation under this agreement shall occur without condition and without
any
requirement of notice or demand by consultants.
VII.
SECURITIES LAW
Consultant
hereby expressly acknowledges that the Confidential Information is likely to
include material nonpublic information pursuant to the securities laws of the
United States. Being advised that the Corporation is specifically relying upon
Rule 100(b)(2)(ii) of Regulation FD, in providing the Confidential Information
to Consultant, Consultant expressly agrees that he will not use the Confidential
Information in violation of United States securities laws, and specifically
agrees to keep the Confidential Information in confidence.
VIII.
GENERAL
This
agreement shall be construed under and in accordance with the laws of the State
of New York, and the parties consent to the exclusive jurisdiction to the State
and Federal Courts located in the City, County and State of New York to resolve
any disputes under this Agreement.
The
parties covenant and agree that they will execute such other and further
instruments and documents as are or may become necessary or convenient to
effectuate and carry out the obligations of the parties in accordance with
this
agreement.
This
agreement shall be binding upon and inure to the benefit of the parties and
their respective heirs, executors, administrators, legal representatives,
successors, and assigns where permitted by this agreement. This agreement shall
be binding any new management and directors of which may replace Xxxxx X.
Xxxxxxxx.
This
agreement supersedes any prior understandings or oral agreements between the
parties respecting the subject matter contained in this agreement.
All
agreements, warranties, representations, and indemnifications contained in
this
agreement above shall survive the termination of this consulting
agreement.
This
consulting agreement shall be deemed a personal services contract with regard
to
the Consultant, and Consultant may not assign any or all of his or her interest
in this agreement without the written consent of the Corporation.
The
consultant agrees not to buy stock in the open market to attempt a hostile
takeover.
CONSULTANT:
/s/
Xxxxx Wiegand_____________
Xxxxx
Xxxxxxx
/s/
Xxxxxxxxx Gould____________
Xxxxxxxxx
Xxxxx
CLAIRE
COAST CORPORATION:
by:
_/s/
Xxxxx Xxxxxxx
_________
Chief Executive Officer
CLAIRE
COAST CORPORATION:
by:
/s/
Xxxxx X. Ginsberg__________
Xxxxx
X. Xxxxxxxx, New Sole Director