CONSULTING AGREEMENT
Exhibit
10.2
THIS
CONSULTING AGREEMENT ("Agreement") is made and entered into this 1st day of
March, 2007, by and between XXXXXXX XXXXXX XXXXXXX ("Consultant"), and SOUTHERN
BELLA, INC., a Delaware corporation ("Southern Bella").
WHEREAS,
Consultant is the owner of 100% of the shares of issued and outstanding capital
stock of Xxxxxx Catering, Inc., a Kentucky corporation, a catering business
located in Lexington, Fayette County, Kentucky (the “Company”);
WHEREAS,
simultaneously herewith Southern Bella and Consultant have entered into stock
purchase agreement for the sale and purchase of Consultant’s 100% of the shares
of the issued and outstanding capital stock of the Company;
WHEREAS,
Consultant possesses certain knowledge of and expertise in the catering industry
and Southern Bella is desirous of retaining Consultant for certain services
relating to such industry following the sale and purchase of the issued and
outstanding capital stock of the Company.
NOW,
THEREFORE, for and in consideration of the mutual promises, covenants and
conditions contained in that certain stock purchase agreement executed
simultaneously herewith, and for additional consideration of the mutual
promises, covenants and conditions set forth herein, all of which are
acknowledged as good and valuable consideration, it is hereby agreed by and
between Southern Bella and Consultant as follows:
1. In
consideration for providing the services outlined herein below, Southern Bella
shall pay to Consultant a fee equal to any net income after taxes earned by
Xxxxxx Catering, Inc. as defined and determined by Generally Accepted Accounting
Principles (“GAAP”). Consultant shall be given access to review the accounting
records of Xxxxxx Catering, Inc. upon request. Consultant will not be entitled
to any compensation if Xxxxxx Catering, Inc. has a net loss Consultant will
be
paid said fee, if any, on a quarterly basis upon the completion of the quarterly
audit by Southern Bella’s accounting firm. Consultant is an independent
contractor and Southern Bella shall not be responsible for any expenses incurred
by Consultant.
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2. For
and
in consideration of the above payments, Consultant will perform consulting
and
advisory services to Southern Bella with respect to all matters relating to
the
management of the Company, including hiring and firing of staff. Consultant
will
further provide and supervise all catering matters. No capital expenditures
exceeding $2,500.00 shall be made without the prior written approval of both
Consultant and Southern Bella. Additionally, all attorney fees incurred by
either party in connection with this transaction, including public offering
and
accounting fees, shall not be expenses of Southern Bella or Xxxxxx Catering,
Inc. for purposes of determining net income. No person may be hired, fired,
or
retained without the prior written approval of both Consultant and Southern
Bella. Notwithstanding the foregoing, this Agreement calls for the services
of
Consultant as an independent contractor and Consultant will not be considered
an
employee of Corporation for any purpose, unless as expressly set forth in an
employment agreement. It is specifically agreed by and between the parties
hereto that, following the termination of this Agreement, Consultant shall
in no
way be subject to or restricted by any non-compete requirement and shall be
free
to engage in and conduct any business of any kind or type now being conducted
or
rendered by the Corporation.
3. Performance
of the services contemplated herein, the services and hours Consultant is to
work on any given day will be entirely within Consultant's control. Southern
Bella will rely upon Consultant to use her best efforts to maximize the net
income of Xxxxxx Catering, Inc.
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4. The
parties hereto contemplate that this Agreement will run for a period of seven
(7) months from March 1, 2007, through and including September 30, 2007.
Thereafter, Consultant shall continue providing services to Southern Bella
on a
month-to-month basis for the same consideration and pursuant to the same terms,
conditions and covenants contained herein, unless otherwise terminated by an
instrument in writing executed by both parties hereto.
5. Should
either party hereto fail to perform or breach any of the covenants,
representations, terms or conditions of this agreement, either party shall
be
entitled to pursue all remedies, at law or equity, including the right of an
injunction or temporary restraining order. In the event of litigation regarding
the subject matter hereof, the prevailing party shall be entitled to recover
its
reasonable attorney's fees and costs.
6. This
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their respective legal representatives, successors and/or assigns.
7. This
Agreement shall be deemed to contain the entire agreement of the parties hereto
and all other oral representations by and between the parties shall be deemed
to
be merged herein.
9. The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of any of the remaining provisions
hereof.
10. This
Agreement is to be executed, delivered and performed in the Commonwealth of
Kentucky and shall be governed by and construed in accordance with the laws
thereof.
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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day
and year first above written.
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"CONSULTANT"
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XXXXXXX
XXXXXX XXXXXXX
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"CORPORATION"
SOUTHERN
BELLA, INC.,
a
Delaware Corporation
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BY: X.
X. Xxxxx
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ITS: President
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