CONSULTING SERVICES AGREEMENT
GATEWAY AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
This Consulting Services Agreement ("Agreement"), dated February 14, 2006, is
made by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Consultant"), whose address is ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ and Gateway Distributors, Ltd., a Nevada
Corporation ("Client"), having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇.
WHEREAS, Consultant has extensive background and contacts in the area of product
development, sales & marketing, six sigma, and business development;
WHEREAS, Consultant desires to be engaged by Client to provide information,
evaluation and consulting services to the Client in his area of knowledge and
expertise on the terms and subject to the conditions set forth herein;
WHEREAS, Client is a publicly held corporation and desires to further develop
its business; and
WHEREAS, Client desires to engage Consultant to provide information, evaluation
and consulting services to the Client in his area of knowledge and expertise on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client. As such Consultant will provide bona
fide services to Client. The services to be provided by Consultant will not be
in connection with the offer or sale of securities in a capital-raising
transaction, and will not directly or indirectly promote or maintain a market
for Client's securities.
Services will include but are not limited to the following (see appendix for
details):
a. Marketing Consulting
b. Six Sigma Process Consulting
c. Organizational Structure Consulting
2. Consideration.
Client agrees to pay Consultant his fee for services provided as billed.
3. Confidentiality.
Each party agrees during the course of this Agreement, information that is
confidential or of a proprietary nature may be disclosed to the other party,
including, but not limited to, product and business plans, software, technical
processes and formulas, source codes, product designs, sales, costs and other
unpublished financial information, advertising revenues, usage rates,
advertising relationships, projections, and marketing data ("Confidential
Information"). Confidential Information shall not include information that the
receiving party can demonstrate (a) is, as of the time of its disclosure, or
thereafter becomes part of the public domain through a source other than the
receiving party, (b) was known to the receiving party as of the time of its
disclosure, (c) is independently developed by the receiving party, or (d) is
subsequently learned from a third party not under a confidentiality obligation
to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within ten (10) days of the due date.
Failure of Client to finally pay any fees within ten (10) days after the
applicable due date shall be deemed a material breach of this Agreement,
justifying suspension of the performance of the "Services" provided by
Consultant, will be sufficient cause for immediate termination of this Agreement
by Consultant. Any such suspension will in no way relieve Client from payment of
fees, and, in the event of collection enforcement, Client shall be liable for
any costs associated with such collection, including, but not limited to, legal
costs, attorneys' fees, courts costs, and collection agency fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless Consultant and /or
his agents, and to defend any action brought against said parties with respect
to any claim, demand, cause of action, debt or liability, including reasonable
attorneys' fees to the extent that such action is based upon a claim that: (i)
is true, (ii) would constitute a breach of any of Client's representations,
warranties, or agreements hereunder, or (iii) arises out of the negligence or
willful misconduct of Client, or any Client Content to be provided by Client and
does not violate any rights of third parties, including, without limitation,
rights of publicity, privacy, patents, copyrights, trademarks, trade secrets,
and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless Client, its
directors, employees and agents, and defend any action brought against same with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys' fees, to the extent that such an action arises out of the
gross negligence or willful misconduct of Consultant.
(c) Notice.
In claiming any indemnification hereunder, the indemnified party shall promptly
provide the indemnifying party with written notice of any claim, which the
indemnified party believes falls within the scope of the foregoing paragraphs.
The indemnified party may, at its expense, assist in the defense if it so
chooses, provided that the indemnifying party shall control such defense, and
all negotiations relative to the settlement of any such claim. Any settlement
intended to bind the indemnified party shall not be final without the
indemnified party's written consent, which shall not be unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's obligations
under this Agreement or otherwise for consequential, exemplary, special,
incidental, or punitive damages even if Consultant has been advised of the
possibility of such damages. In any event, the liability of Consultant to Client
for any reason and upon any cause of action, regardless of the form in which the
legal or equitable action may be brought, including, without limitation, any
action in tort or contract, shall not exceed ten percent (10%) of the fee paid
by Client to Consultant for the specific service provided that is in question.
7. Termination and Renewal.
(a) Term.
This Agreement shall become effective on the date appearing next to the
signatures until July 31, 2006. Unless otherwise agreed upon in writing by
Consultant and Client, this Agreement shall not automatically be renewed beyond
its Term.
(b) Termination.
Either party may terminate this Agreement on a thirty (30) calendar day's
written notice, or if prior to such action, the other party materially breaches
any of its representations, warranties or obligations under this Agreement.
Except as may be otherwise provided in this Agreement, such breach by either
party will result in the other party being responsible to reimburse the
non-defaulting party for all costs incurred directly as a result of the breach
of this Agreement, and shall be subject to such damages as may be allowed by law
including all attorneys' fees and costs of enforcing this Agreement.
(c) Termination and Payment.
Upon any termination or expiration of this Agreement, Client shall pay all
unpaid and outstanding fees through the effective date of termination or
expiration of this Agreement. And upon such termination, Consultant shall
provide and deliver to Client any and all outstanding services due through the
effective date of this Agreement.
8. Miscellaneous.
(a) Independent Contractor.
This Agreement establishes an "independent contractor" relationship between
Consultant and Client.
(b) Rights Cumulative; Waivers.
The rights of each of the parties under this Agreement are cumulative. The
rights of each of the parties hereunder shall not be capable of being waived or
varied other than by an express waiver or variation in writing. Any failure to
exercise or any delay in exercising any of such rights shall not operate as a
waiver or variation of that or any other such right. Any defective or partial
exercise of any of such rights shall not preclude any other or further exercise
of that or any other such right. No act or course of conduct or negotiation on
the part of any party shall in any way preclude such party from exercising any
such right or constitute a suspension or any variation of any such right.
(c) Benefit; Successors Bound.
This Agreement and the terms, covenants, conditions, provisions, obligations,
undertakings, rights, and benefits hereof, shall be binding upon, and shall
inure to the benefit of, the undersigned parties and their heirs, executors,
administrators, representatives, successors, and permitted assigns.
(d) Entire Agreement.
This Agreement contains the entire agreement between the parties with respect to
the subject matter hereof. There are no promises, agreements, conditions,
undertakings, understandings, warranties, covenants or representations, oral or
written, express or implied, between them with respect to this Agreement or the
matters described in this Agreement, except as set forth in this Agreement. Any
such negotiations, promises, or understandings shall not be used to interpret or
constitute this Agreement.
(e) Assignment.
Neither this Agreement nor any other benefit to accrue hereunder shall be
assigned or transferred by either party, either in whole or in part, without the
written consent of the other party, nor shall any purported assignment in
violation hereof be void.
(f) Amendment.
This Agreement may be amended only by an instrument in writing executed by all
the parties hereto.
(g) Severability.
Each part of this Agreement is intended to be severable. In the event that any
provision of this Agreement is found by any court or other authority of
competent jurisdiction to be illegal or unenforceable, such provision shall be
severed or modified to the extent necessary to render it enforceable and as so
severed or modified, this Agreement shall continue in full force and effect.
(h) Section Headings.
The Section headings in this Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of this Agreement.
(i) Construction.
Unless the context otherwise requires, when used herein, the singular shall be
deemed to include the plural, the plural shall be deemed to include each of the
singular, and pronouns of one or no gender shall be deemed to include the
equivalent pronoun of the other or no gender.
(j) Further Assurances.
In addition to the instruments and documents to be made, executed and delivered
pursuant to this Agreement, the parties hereto agree to make, execute and
deliver or cause to be made, executed and delivered, to the requesting party
such other instruments and to take such other actions as the requesting party
may reasonably require to carry out the terms of this Agreement and the
transactions contemplated hereby.
(k) Notices.
Any notice which is required or desired under this Agreement shall be given in
writing and may be sent by personal delivery or by mail (either a. United States
mail, postage prepaid, or b. Federal Express or similar generally recognized
overnight carrier), addressed as follows (subject to the right to designate a
different address by notice similarly given):
TO CLIENT:
▇▇▇▇ ▇▇▇▇▇▇, CEO and President
Gateway Distributors, Ltd.
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
TO CONSULTANT:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇
(l) Governing Law.
This Agreement shall be governed by the interpreted in accordance with the laws
of the State of Nevada without reference to its conflicts of laws rules or
principles. Each of the parties consents to the exclusive jurisdiction of the
courts of the State of Nevada in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non coveniens, to the bringing
of any such proceeding in such jurisdictions.
(m) Consents.
The person signing this Agreement on behalf of each party hereby represents and
warrants that he has the necessary power, consent and authority to execute and
deliver this Agreement on behalf of such party.
(n) Survival of Provisions.
The provisions contained in paragraphs 3, 5, 6, and 8 of this
Agreement shall survive the termination of this Agreement.
(o) Execution in Counterparts.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which together shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
have agreed to and accepted the terms herein on the date written above.
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Gateway Distributors, Ltd. Date
▇▇▇▇ ▇▇▇▇▇▇, PRESIDENT AND CEO
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Date
Business Development Consultant
CONSULTING SERVICES AGREEMENT
GATEWAY DISTRIBUTORS AND ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
APPENDIX
Services provided and estimated timeline:
Quarter 1
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January 15, 2006 - February 10, 2006 - Provide initial consulting and concept
development. Meet with client with to discuss marketing strategies and
implementation of the Six Sigma Process to Define, Measure, Analyze,
Improve, and Control Business Processes.
Cost estimate $25,000.
February 15 - March 15, 2006 - Perform SIPOC modeling at the Las Vegas
Headquarters. Utilize Six Sigma business standardization practices to
create standard operating procedures. Work with employees to increase
efficacy. Perform Organizational Review.
Cost estimate $20,000.
March 15 - April 15, 2006 - Re-Engineer the companies marketing strategies. I.e.
How the message is being delivered, etc. TBD.
Cost estimate $20,000.
April 15, - May 1, 2006 - Provide any additional forms of media creation. TBD
Cost estimate $12,500.
May 1, 2006 - Purchase Media spots (if needed)
Cost estimate $50,000.
May 1, 2006 - Perform final Organizational Review. Present findings,
recommendations, and implement solutions.
Cost estimate $25,000.
Travel will be billed at cost. Travel will only include transportation and
hotel (if more than 100 miles from our home office). Per Diem charges on travel
will be as follows:
On-Site Work - $500 per day
Production Personnel - $500 per day
The Company has the choice of making payments in the form of cash and/or stock.
