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EXHIBIT 10.2
Consulting Agreement and General Release
This Agreement is made effective as of October 01, 1997, by and between Chicken
Kitchen Corporation, of 0000 Xxxxxxx Xxxxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxx
00000, and Xxxxx Xxxxxxxxx of 00 Xxxxxx xx xx Xxxxxx Xxxxx, Xxxxx 00000, FRANCE.
In this Agreement, the party who is contracting to receive services shall be
referred to as "CKC", and the party who will be providing the services shall be
referred to as "AB".
"AB" has a background in finance, and particularly in raising capital and
advising small companies, and is willing to provide services to "CKC" based on
this background.
"CKC" desires to have services provided by "AB".
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on October 01, 1997, "AB" will provide
the following services (collectively, the "Services"): financial and general
advisor, particularly in identifying new sources of capital, introducing
potential franchisees in the U.S., presenting acquisitions candidates, finding
new sources of capital and franchisees in Europe, and special advisor to the
Board of Directors and to the President & CEO, and will make himself available
to become a member of the Board of Directors, and/or Board of Advisors, when
asked by the Chairman of the Board of "CKC".
2. PAYMENT. "CKC" will pay a consulting fee to "AB" for the Services in
restricted shares of "CKC", in the total amount of 500,000 (five hundred
thousand) shares of common stock. These shares shall be made available upon the
signing of this agreement and the receipt of a general release. Upon
termination of this Agreement, no other payment will be due.
3. EXPENSE REIMBURSEMENT. "AB" shall be entitled to reimbursement from "CKC"
for the following "out-of-pocket" expenses:
- travel expenses, meals, postage, copying
- any other reasonable expenses directly associated to the performance of
theses services, and only if first approved by the President & CEO.
4. TERM/TERMINATION. This Agreement will remain in force until December 31,
2001, or unless terminated earlier, in writing by "CKC".
5. RELATIONSHIP OF PARTIES. It is understood by the parties that "AB" is an
independent contractor with respect to "CKC", and not an employee of "CKC".
"CKC" will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee
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benefit, for the benefit of "AB".
6. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
trade names, trade marks or copyrights, (collectively "Intellectual Property"):
a. Consultant's Intellectual Property. "AB" does not personally hold any
interest in any Intellectual Property, and relinquishes any rights and/or
claims associated with the Company's "Intellectual Property".
7. CONFIDENTIALITY. "AB" recognizes that "CKC" has and will have the following
information:
- future plans
- business affairs
- trade secrets
- copyrights
- strategic business plans
and other proprietary information (collectively, "Information") which are
valuable, special and unique assets of "CKC" and need to be protected from
improper disclosure. In consideration for the disclosure of the Information,
"AB" agrees that "AB" will not at any time or in any manner, either directly or
indirectly, use any Information for "AB"'s own benefit, or divulge, disclose,
or communicate in any manner any Information to any third party without the
prior written consent of "CKC". "AB" will protect the Information and treat it
as strictly confidential.
8. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this
Agreement shall remain in full force and effect after the termination of this
Agreement.
9. NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
IF for "CKC":
Xxxxxxxxx xx Xxxxxxxxx
Chicken Kitchen Corporation
0000 Xxxxxxx Xxxxxx, Xxxxx 000
Xxxxx Xxxxx, Xxxxxxx 00000
IF for "AB":
Xxxxx Xxxxxxxxx
26 Avenue de la Xxxxxx Xxxxx
Xxxxx 00000, XXXXXX
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Xxxxx Xxxxxxxxx
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