EXHIBIT
10.2
CONSULTING
AGREEMENT
This CONSULTING
AGREEMENT dated as of March 1, 2008 (this "Agreement"), by and
between Margrit Enterprises International, Inc. a California
corporation d/b/a "Marani ® Spirits" (the "Company"), and Thomas Collins,
(the "Consultant").
WHEREAS, the
Company is engaged in, among other things, the business of
distilling, marketing, selling and bottling vodka, other spirits
and wine throughout the world; and
WHEREAS, the
Consultant involved and has contacts in Texas and Mexico with
distributors of vodka, other spirits and wines in Texas and Mexico
(the "Territory"); and
WHEREAS, among
other things, the Company is capable of introducing the Company to
potential distributors of the Company's products in the Territory;
and
WHEREAS, the
Company desires to retain the Consultant to provide the Services (
as hereinafter defined) to the Company , and the Consultant desires
to provide its Services to the Company, upon the terms, provisions
and conditions set forth in this Agreement.
NOW, THEREFORE,
in consideration of these premises and other good and valuable
consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
1.
Retention of Consultant.
(a)
The Company hereby retains the
Consultant to provide the Services to the Company during the
Consulting Period (as hereinafter defined) and the Consultant
hereby agrees to provide the Services to the Company during the
Consulting Period, all upon the terms, provisions and conditions
contained in this Agreement.
(b)
The retention of the Consultant
hereunder is on a non-exclusive basis, which means that, subject to
Section 10(b) hereof, (i) the Consultant may provide consulting
services in the Territory to other businesses whose products may
be competitive with the Company's products; (ii) the Company
may engage other entities to provide services to the Company in the
Territory that are substantially similar to the Services; and (iii)
the Company may engage in the sale and distribution of its products
in the Territory on a direct basis.
(c)
If as a result of the Services, the
Company enters into a distribution agreement for Mexico with a
distributor acceptable to the Company, in its sole discretion, on
terms and conditions acceptable to the Company, in its sole
discretion (including, without limitation, having guaranteed annual
purchases by the distributor), then the Company in good faith will
consider making the rights granted hereunder with respect to Mexico
excusive for the then remainder of the Consulting
Period.
2.
Services.
(a)
Definition of
Services. For purposes
hereof, the term "Services" shall mean introducing the Company and
its management to various entities located in the Territory (the
"Consultant's Contacts") who are capable of acting as a distributor
of the Company's products in the Territory and, if requested by the
Company, assisting the Company with any negotiations between the
Company and the Consultant's Contacts. Except as expressly provided
in the immediately proceeding sentence, the Consultant shall not
provide any other consulting services to the Company including,
without limitation, any services relating the capital raising,
financing or advice regarding mergers and acquisitions.
(b)
In performing the Services, the
Consultant will interface with, and follow the reasonable
directions of, the Company's Chief Executive Officer or any other
officer or representative of the Company designated in writing by
the Company's Chief Executive Officer. The Consultant will perform
the Services lawfully and faithfully, to the best of its ability
and in accordance with the highest ethical standards. The
Consultant shall comply with, and will not violate, any applicable
law, rule or regulation, domestic or foreign, in connection with
the performance of the Services. In performing the Services the
Consultant shall follow the directions of the Company and shall not
introduce the Company to any Consultant Contact unless specifically
authorized by the Company.
(c)
The Consultant acknowledges and
agrees that whether the Company engages in any transaction in the
Territory through or with any Consultant Contact shall be a
decision made by the Company in its sole and absolute
discretion.
3.
Consulting Period. The term of the retention and engagement
of the Consultant
under this
Agreement shall commence on the date hereof and shall continue for
a period of twelve (12) months ending on the one (1) year
anniversary date of this Agreement, unless terminated earlier as
provided for herein, and as it may be extended as provided for in
the immediately following sentence (the - Consulting Period"). The Consulting Period may
be extended for successive periods of twelve (12) months on the
anniversary date of this Agreement upon the mutual written
agreement of the Company and the Consultant.
4.
Compensation.
(a)
As full considerations for the
performance of the Services, the Consultant shall be entitled to
earn a consulting fee (the "Consulting Fee") of $14,400.00 per
month.
(b)
The Consulting Fee shall be payable
either with cash payments or common stock at the discretion of
Company.
(c)
The Consultant shall be responsible
for the payment of all taxes, levies and similar charges (whether
federal, state or local, domestic or foreign) which are payable in
respect of the compensation provided for in this Section 4, and the
Consultant shall indemnify the Company and hold the Company
harmless with respect to the payment of any and all such taxes,
levies and similar charges.
5.
Expense Reimbursement. Unless approved, in writing by the
Company prior to the incurrence thereof, the Consultant shall not
be entitled to reimbursement from the Company for any costs or
expenses incurred by the Consultant in connection with this
Agreement or providing the Services to the Company, and the
Consultant shall be responsible for all such costs and
expenses.
6. Marketing Support. During the Consulting
Period, the Company shall expend such amounts on marketing and
advertising in the Territory, as the Company in its discretion
considers reasonable to support the development of the identity and
image of its products in the Territory. Prior to engaging in any
marketing or advertising activities in any country in the
Territory, the Company will discuss the scope of such activities
with the Consultant in order to obtain the advice of the Consultant
with respect to the proposed activities; provided that any
decision with respect to such activities will be made by the
Company in its sole and absolute discretion.
7.
Relationship of the Parties. This Agreement is
between two (2) independent contracting entities and nothing herein
shall constitute or create an employer-employee relationship, a
partnership, a joint venture or any other joint enterprise or
agent-principal relationship between the parties. Neither party is
the fiduciary of the other party. The Consultant will not have the
right to obligate or legally bind the Company and will not hold
itself out to any third party or to make any representation to any
third party that the Consultant has the right to do so.
8. Termination. The Company may terminate
this Agreement at any time for Cause (as hereinafter defined) upon
written notice to the Consultant. For purposes of this Agreement,
the term "Cause" (i) the failure or refusal of the Consultant to
render the Services to the Company or the failure of the Consultant
to follow the Company's directives in connection therewith; (ii)
disloyalty, gross negligence, dishonesty or breach of fiduciary
duty by the Consultant or any of its directors, members, managers,
officers or employees; (iii) commission of an act of fraud, theft,
misappropriation, embezzlement or disregard of the rules or
regulations the Securities and Exchange Commission or commission of
any other action which is damaging the Company or its reputation;
(iv) any act of moral turpitude which materially adversely affects
any ability to perform the Services or reputation of the Company;
(v) commission of any violation of any law or regulation related to
the performance of the Services; or (vi) the cessation of business,
liquidation, bankruptcy or insolvency of the Consultant; or (vii)
a -
change of control" of the Consultant
such that the majority owners of the Consultant as of the date of
this Agreement no longer own a majority of the outstanding voting
equity of the Consultant following the - change of control" transaction.
9.
Obligations of the Company upon Termination. Upon
termination of the retention of the Consultant pursuant to Section
8 (vi) hereof, the Company shall pay the Consulting Fee to the
extent earned prior to such termination for a period of five (5)
years from the date of termination. In all other instances, if the
retention of the Consultant is terminated for Cause pursuant to any
other provision of Section 8 hereof, the Company's obligation to
pay any further Consulting Fees to the Consultant shall immediately
cease.
10.
Confidentiality Covenant and other Restrictive
Covenants Applicable to Consultant.
(a) During the
Consulting Period and thereafter, the Consultant shall not, and
shall cause its affiliates not to, directly or indirectly, under
any circumstance: (i) disclose any Confidential Information (as
such term is hereinafter defined); (ii) act so as to impair the
confidential or proprietary nature of any such Confidential
Information; or (iii) offer or agree to, or cause or assist in the
inception or continuation of, any such disclosure or impairment of
any such Confidential Information or trade secret, unless consented
to in writing by the Company. All Confidential Information is and
shall remain the sole and exclusive property of the Company. For
purposes hereof, the term "Confidential Information" shall mean any
and all of the following (regardless of the medium in which
maintained or stored): confidential or proprietary information or
material not in the public domain about or relating to any aspect
of the business, activities, plans. prospects or strategies
(whether or not pursued) of the Company or any of its subsidiaries
including, without limitation, financial information and
projections, research and development plans or projects; data and
reports; computer materials such as programs, instructions, source
codes, object codes and printouts; formulas; recipes;
product-testing information; business improvements; processes;
manufacturing distillery processes; intellectual property
strategies, patent strategies licensi
