DESIGN AGREEMENT
Exhibit 10.1
THIS AGREEMENT is made as of the 16th day of March, 2005.
BETWEEN:
HAGENSBORG FOODS LTD.
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX, Xxxxxx, X0X 0X0(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
XXXXXX XXXXXXXXX
Xxxxxx House, Barley Mow Passage
London, UK, W4 4PH(hereinafter referred to as "Xxxxxx Xxxxxxxxx")
OF THE SECOND PART
WHEREAS:
| A. | the Company desires to establish new identities
for the Company and its chocolate products; |
|
| X. | Xxxxxx Xxxxxxxxx is in the business of designing
logos, packaging and complete identities for new and continuing brands;
|
|
| C. | The Company has retained Xxxxxx Xxxxxxxxx in connection
with creating a new corporate identity and creating new packaging and
identities for its chocolate products; |
|
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree each with the other as follows:
| 1. | THE SERVICES |
Xxxxxx Xxxxxxxxx shall provide the design services to create a new corporate identity for the Company and to create new packaging design and identities for the Company’s chocolate products (the “Services”).
| 2. | SPECIFICS |
More specifically, the Services shall include, but are not limited to the following:
Corporate Identity| • | Create new corporate logo for the Company |
|
| • | Design new business cards for the Company |
|
| • | Design letterhead and corporation promotional materials
for the Company |
Product Design
| • | Create the design for the molds of the following
chocolate: Mountain Ridge (“Peaks” in Canada), ”Kiss
Me”, Truffle Pig bars: Chocolates Peanut Butter bar, Raspberry
bar, Mint bar, Mocha bar, Orange bar |
Illustrations
| • | Create illustrations for the following: | ||
| o | Leone Lion | ||
| o | Kiss Me 3 & 9 Frog | ||
| o | Kiss Me 9 Frog Reclining | ||
| o | Kiss Me 9 Lady Frog | ||
| o | Truffle Pig | ||
| o | Truffle Pig with wings | ||
| o | Mountain Ridge Goat | ||
| o | OThe Family¹ at a picnic | ||
| o | OThe Family¹ on a chaise long | ||
| o | Can-can pigs | ||
Packaging & Display Design
| • | Design new names
and packaging for the following chocolate bars: Peanut Butter, Raspberry,
Mint, Mocha, Orange |
||
| • | Design new packaging
for the following: |
||
| o |
“Kiss Me” Truffles, 3 and
9 piece box |
||
| o |
“Leone Gift Box” |
||
| o |
“Mountain Ridge” Bars
|
||
| • | Design new displays
for the following: |
||
| o |
“Kiss Me” 3 piece counter
display, 9 piece counter display |
||
| o |
“Mountain Ridge” (aka “Peaks)2.6
oz counter display, 10.6 oz counter display |
||
| 3. | TIMELINE AND APPROVALS |
| 3.1 | Xxxxxx Xxxxxxxxx shall perform all of the Services
in regular consultation with the Company. The Company will approve each
part of the process. All timelines will be discussed with the Company
to ensure that the design solutions are on track. |
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| 3.2 | The Company shall have final approval on all aspects
relating to the Services including all artwork, designs and logos. |
| 3.3 | Xxxxxx Xxxxxxxxx shall complete all of the Services
prior to March 1, 2006. |
| 4. | PAYMENT |
| 4.1 | As part of the consideration for the Services (including
taxes and disbursements) provided by Xxxxxx Xxxxxxxxx to the Company during
the period from November 1, 2004 to November 1, 2005 (the “Term”),
Xxxxxx Xxxxxxxxx shall accept a fee of $110,000 (US) equal to British
₤58,000, payable in 1,100,000 shares of the common stock of Garuda
Capital Corp., the sole shareholder of the Company, each share with a
deemed price of $0.10 (US), registered on Form S-8 in the name of
one or more persons that work for Xxxxxx Xxxxxxxxx, as designated by Xxxxxx
Xxxxxxxxx (the “Shares”). The shares shall be issued no later
than April 8, 2005 and shall have no restriction on trading. The balance
of payment for the services shall be invoiced against estimates submitted
by Xxxxxx Xxxxxxxxx and approved by the company upon completion of each
phase of the work. |
| 5. | MATERIALS & INTELLECTUAL PROPERTY |
| 5.1 | The Services includes copyright transfer of all
of copyrightable elements of the Services to the Company. Once a design,
illustration or other component of the Services has been delivered by
us and is fully paid for the Company, Xxxxxx Xxxxxxxxx will assign to
the Company all copyright in all elements of such design, illustration,
or other element of the Services, including all components of such. Xxxxxx
Xxxxxxxxx agrees to obtain all copyright transfers to the Company and
waiver of moral rights from all persons working on the designs. |
| 5.2 | The Company represents to Xxxxxx Xxxxxxxxx and unconditionally
guarantee that any elements of text, graphics, photos, designs, trademarks,
or other artwork furnished to Xxxxxx Xxxxxxxxx for inclusion in design
are owned by the Company, or that the Company has permission from the
rightful owner to use each of these elements, and will hold harmless,
protect, and defend Xxxxxx Xxxxxxxxx and its subcontractors from any claim
or suit arising from the use of such elements furnished by the Company.
|
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| 6. | MISCELLANEOUS PROVISIONS |
| 6.1 | This Agreement represents the entire agreement between
the parties and supersedes any and all prior agreements and understandings,
whether written or oral, between the parties. |
The parties agree to attorn to the exclusive jurisdiction of British Columbia, Canada, and agree that this agreement shall be governed and construed in accordance with the laws of British Columbia.
IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the day and year first above written.
| HAGENSBORG FOODS LTD. per: | ||||
| /s/ C. Xxxxx Xxxxx | Date | 16th March 2005 | ||
| C. Xxxxx Xxxxx, President | ||||
| XXXXXX XXXXXXXXX per: | ||||
| /s/ Xxxxx Xxxxxxxxx | Date | 16 March 2005 | ||
| Authorized Signatory: |
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