Exhibit 10.3
CONSULTING
AGREEMENT
CONSULTING AGREEMENT made as of June __,
2009, by and between Haichel Esther, with an office at _________________________ Brooklyn,
NY, (the “Consultant”) and Fresh Harvest Products, a
publicly traded company listed on the OTCBB ( FRHV)
. A New Jersey Corporation and with
offices also at; 280 Madison Avenue, Suite 1005, New York, NY
10016. (the “Company”).
WHEREAS
, the Company desires to obtain the
benefit of the services of ‘Consultant’ to provide the
services hereinafter set forth to the Company during a two year
period commencing June __, 2009 and ending on June__, 2011 at the
rate of compensation set forth herein; and
WHEREAS,
Consultant desires to render such
services to the Company;
NOW, THEREFORE,
in consideration of the mutual covenants
and conditions herein contained and the acts herein described, it
is agreed between the parties as follows:
1.
The Company hereby engages and retains
Consultant and Consultant hereby agrees to render services and give
advice to the Company, for a two (2) year period commencing June
__, 2009, and ending June __, 2010.
2.
The services to be rendered by Consultant
shall consist using its reasonable best efforts and as listed below
in clause 8. The Company shall fully cooperate with the consultant
in these efforts. Consultant shall have the sole discretion as to
the form, manner and place in which said services shall be rendered
and the amount of time to be devoted to serve under this Agreement.
Consultant shall devote to the Company only such time as it
may deem necessary, and when reasonably requested by the Company.
Consultant shall, by this Agreement, be prevented or barred
from rendering services of the same or similar nature, as herein
described, or any services for product development or related
services whatsoever for or on behalf of persons, firms or
corporations other than the Company.
3.
The Company shall compensate the
Consultant on a performance basis for the development of 4 (four)
New Products, specifically beverage products, and prepare such
beverages to be ready to be sold in the market place, which shall
include the product ingredients, product nutritional information,
product labeling and final product pricing. Upon completion
of each product in the time limit set forth in the table and
subject to this section, Consultant shall receive compensation as
per the chart below.
|
PRODUCT
DEVELOPMENT
|
#
SH
|
Time
Limit*
|
|
Product
1
|
2,100,000
|
6
months
|
|
Product
2
|
2,100,000
|
12
months
|
|
Product
3
|
2,100,000
|
18
months
|
|
Product
4
|
2,100,000
|
24
months
|
|
TOTAL
|
8,400,000
|
|
*The Time Limits as determined in the
chart above, shall begin as of the date of this Agreement.
Any and all time limits in the table above shall be suspended
if such time limit is missed solely because the Company could not
afford to purchase the inventory required for the initial run of
any of the
developed products and related costs,
i.e. purchasing the product labels and the bottles. Such time
limit will be placed on hold from the date that the inventory
and/or materials could not be purchased, until the time when the
Company purchases the required amount of inventory, at which time
the time limit will continue.
4.
The Company agrees to indemnify and hold
harmless Consultant and any assignee, its officers, directors,
employees and agents and each person, if any who controls the
Consultant, against any and all loss, liability, claim, damage and
expense whatsoever (including but not limited to attorneys' fees
and any and all expense whatsoever reasonably incurred in
investigating, preparing or defending against any litigation,
commenced or threatened, or any claim whatsoever) arising out of or
based upon any untrue or alleged untrue
