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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: NU SKIN ENTERPRISES INC | Nu Skin International Management Group, Inc You are currently viewing:
This Consulting Services Agreement involves

NU SKIN ENTERPRISES INC | Nu Skin International Management Group, Inc

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Title: CONSULTING AGREEMENT
Date: 5/8/2009
Industry: Personal and Household Prods.     Sector: Consumer/Non-Cyclical

CONSULTING AGREEMENT, Parties: nu skin enterprises inc , nu skin international management group  inc
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CONSULTING AGREEMENT

        This Consulting Agreement (the “ Agreement ”) is made and entered into effective as of March 1, 2009 by and among Nu Skin International Management Group, Inc., a Utah corporation (“ Nu Skin ), and Gary Sumihiro, an individual (“ Consultant ”). Nu Skin and Consultant are sometimes referred to herein collectively as the “ parties ” and individually as a “ party .”

RECITALS

        A.        Consultant has been serving as the President and Representative Director of Nu Skin Japan Co. Ltd. Consultant has elected to resign as an employee of Nu Skin Japan Co. Ltd. and as Representative Director, which resignation will take effect on March 1, 2009.

        B.        Nu Skin would like to retain Consultant as an independent contractor to provide consulting services to Nu Skin Japan Co. Ltd. with respect to government relations and media relations in Japan and to provide input and guidance on distributor compliance and education issues.

        C.        Consultant is willing to provide such services as an independent contractor consultant on the terms and conditions set forth in this Agreement.

AGREEMENT

        NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, the parties hereby agree as follows.

1.         Engagement . Nu Skin hereby engages Consultant as an independent contractor to provide the Consulting Services (as defined in Section 2 below) to Nu Skin and its affiliated entities during the Consulting Term (as defined in Section 6), and Consultant hereby accepts such engagement on the terms and conditions set forth herein. Consultant may provide such services as an individual in his own name, or through a business entity established for that purpose. In the event that Consultant provides services through a business entity, then both Consultant and the business entity shall be subject to all of the obligations hereunder.

2.         Consulting Services . During the Consulting Term, Consultant shall be located in Japan and shall consult with Nu Skin Japan concerning government and media relations, distributor compliance and training issues as more fully described on Schedule A to this Agreement (the “ Consulting Services ”), which Schedule A must be signed and dated by both parties to be effective and to provide such other consulting services, if any, as mutually agreed to by the parties through future amendment to Schedule A. Consultant agrees to devote such time and attention as reasonably necessary to fulfill Consultant’s good faith and other contractual obligations to provide the Consulting Services contemplated hereby. Except as otherwise provided by provisions of Section 7.1 below, nothing herein shall preclude Consultant from simultaneously pursuing such other independent investments and activities with third parties as he desires during the Consulting Term as long as such investments and activities do not interfere with, or impair his ability to perform, his obligations under this Agreement. Consultant also agrees that during the Consulting Term he will not contact any distributors of Nu Skin without the prior consent of Brett Nelson, and should such distributors contact Consultant, Consultant will not engage in any substantive discussion with them related to the direct selling business, Nu Skin, or any matter related thereto without the prior consent of Brett Nelson. As part of his Consulting Services, Consultant shall provide weekly updates to Brett Nelson as to his consulting activities and shall also disclose to Nu Skin his government and media contacts except to the extent Consultant is prohibited from disclosing such information pursuant to a valid and enforceable confidentiality agreement, provided, however, in such case that Consultant takes reasonable steps to get permission to disclose such contacts subject to Nu Skin agreeing to maintain such confidentiality.

3.         Professional Standards . Recognizing and acknowledging that it is essential for the protection and enhancement of the name and business of Nu Skin and its affiliates and the immense good will pertaining thereto, Consultant shall perform his duties under this Agreement professionally and diligently, and shall not act, and shall refrain from acting, in any manner that could harm or tarnish the name, business or income of Nu Skin or its affiliates or the immense good will pertaining thereto. Consultant agrees to perform all services hereunder in strict compliance with all applicable legal requirements.

4.         Consulting Fees .

        4.1.         Consulting Fee . During the Consulting Term, Nu Skin agrees to pay Consultant a monthly consulting fee equal to $2,500 per month.

        4.2.         Additional Fees . In the event that Consultant diligently performs the consulting services during the full Consulting Term (i.e., through July 31, 2008) and there are no material government investigations, negative media coverage, or business sanctions issued in 2009, Nu Skin shall pay Consultant a completion bonus of $125,748 on December 31, 2009. This payment shall be payable by Nu Skin only if Consultant signs a release of claims following the Consulting Term releasing Nu Skin from any and all claims. Such release shall be in addition to the release of claims being executed simultaneously with this Consulting Agreement. Notwithstanding the foregoing, nothing in the releases being signed or to be signed shall be construed to limit Consultant’s rights or claims set forth in the agreements Consultant entered into as a Nu Skin employee and related to Nu Skin’s deferred compensation plan, Nu Skin’s 401(k) plan, and Consultant’s stock option agreements.

5.         Reimbursement of Expenses . Nu Skin agrees to reimburse Consultant for, or pay directly, the following expenses related to the Consulting Services to be provided by Consultant hereunder and his assignment in Japan:

        5.1.         Support Services . Throughout the Consulting Term, Nu Skin shall make available to Consultant, at Nu Skin’s expense, reasonable administrative and interpretation support services for use solely in the performance of the Consulting Services. These services must be coordinated with and approved in advance by Brett Nelson.

        5.2.         Business Expenses. Nu Skin shall reimburse Consultant for reasonable expenses Consultant incurs in connection with the services provided hereunder, provided such expenses have been approved in advance by Brett Nelson and Consultant submits adequate documentation for such expenses including the purpose of the expense and the names of all persons who participated in any meetings or lunches covered by such expenses.

6.         Term and Termination.

        6.1.         Term of Agreement . Subject to early termination pursuant to Section 6.3 or 6.4 below, this Agreement shall become effective as of the date first set forth above and shall terminate on July 31, 2009 (the “Consulting Term” ).

        6.2.         Consequences of Termination . Upon the termination of this Agreement, all of the parties’ obligations under this Agreement shall terminate and each party shall be released from all obligations hereunder except (i) the provisions of Sections 7, 8, 9, 15, and 16 shall survive the termination of this Agreement and remain in full force and effect, (ii) Nu Skin shall remain obligated to pay any unpaid portion of the base consulting fee that accrued through the termination of this Agreement and the Additional Fees to the extent it has been earned as set forth above, and (iii) Nu Skin shall remain liable for reimbursing any expenses incurred by Consultant prior to the termination of this Agreement that are required to be reimbursed under Section 5 above. Notwithstanding the termination of this Agreement, no party shall be released from any liability arising from its breach of any provision of this Agreement prior to its termination or for any breach of any provisions which survive the termination of this Agreement following such termination.

        6.3.         Right of Nu Skin to Terminate . Nu Skin shall have the right to terminate this Agreement immediately if Consultant commits a material breach of this Agreement.

        6.4.         Right of Consultant to Terminate . Consultant shall have the right to terminate this Agreement immediately if Nu Skin commits a material breach of this Agreement. In addition, Consultant shall have the right to terminate this Agreement by providing 30 days advance notice at any time of his election to terminate this Agreement at his discretion.

7.         Restrictive Covenants.

        7.1.         Non-Competition . During the Restrictive Period, Consultant shall not, directly o


 
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