CONSULTING AGREEMENT
Exhibit
10.3
THIS
CONSULTING AGREEMENT ("Agreement") is made and entered into this 29th
day of
August, 2007, by and between XXXXXXX XXXXXX XXXXXXX ("Consultant"), and SOUTHERN
BELLA, INC., a Delaware corporation ("Southern Bella").
WHEREAS,
Southern Bella, Inc, a Delaware corporation, 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”); and Xxxxxxx Xxxxxx Xxxxxxx is an individual residing in
Lexington, Kentucky.
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.
NOW,
THEREFORE, for and in 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 FOUR
THOUSAND DOLLARS ($4,000.00) per month.
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. 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.
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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.
4. The
parties hereto contemplate that this Agreement will run for a period of nine
months beginning October 1, 2007, through and including, June 30, 2008.
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.
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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.
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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/s/
Xxxxxxx Xxxxxx Xxxxxxx
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XXXXXXX
XXXXXX XXXXXXX
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"CORPORATION"
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SOUTHERN
BELLA, INC., a Delaware Corporation
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BY:
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/s/
Xxxxx X. Xxxxx
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ITS:
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President
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