EXHIBIT
10.4
CONSULTING
AGREEMENT
This
CONSULTING AGREEMENT dated as of June 11, 2009 (this
“Agreement”), by and between Marani Brands, Inc. a
Nevada corporation (the “Company”), and Varujan
Manuelian, a individual residing in Germany (the
“Consultant”).
WHEREAS , the Company, through its wholly owned
subsidiary, Marani Spirits, Inc., 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 Company desires to retain the Consultant
provide counsel by services to the Company with respect marketing
and promotional advice to the Company with respect to its
Marani® Vodka and other distilled alcohol products, brandy and
wine which the Company (the “Services”) may have the
right to import during the Consulting Period (as hereinafter
defined) (the “Products”), and the Consultant desires
to provide consulting services to the Company with respect to such
sales activities, 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 the Company may request
during the Consulting Period, 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.
Accordingly, the Company may and will engage other entities and
persons to provide services to the Company that are substantially
similar to the Services.
(a) In
performing the Services, the Consultant will interface with, and
follow the reasonable directions of, the Company’s Chairman,
President and Chief Executive Officer or any other officer or
representative of the Company designated by the Company’s
Chairman, President and Chief Executive Officer. The Consultant
will perform the Services lawfully and faithfully, to the best of
his 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.
(b) The
Consultant acknowledges and agrees that whether the Company engages
in any transaction based upon the Services 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, unless terminated earlier as provided for
herein (the “Consulting Period”).
(a) As
consideration in full for the performance of the Services, the
Consultant shall be paid a consulting fee equal to 1,250,000 shares
of the Company’s common stock, par value $0.001 per share
(the “Consulting Fee”), which shall be issued under the
Company’s current S-8 registration statement. The
Consulting Fee shall be fully earned upon the execution and
delivery of this Agreement. The Consultant previously
was to receive a monthly cash consulting fee from the Company
which, the company currently is indebted to the consultant shall no
longer be payable to the Consultant.
(b) 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.
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.
7.
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 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; (vi) liquidation, bankruptcy or insolvency
of the Consultant; or (vii) a breach of any provision of this
Agreement by the Consultant In addition, (a) the Company may
terminate this Agreement at any time, without any reason
whatsoever, upon ten (10) days prior written notice to the
Consultant and (b) the Consultant may terminate this Agreement upon
not less that thirty (30) days prior written notice to the
Company.
8.
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 licensing
strategies, marketing and selling strategies; strategic business
plans (whether or not pursued); budgets; licenses; pricing, pricing
strategies and cost data; information regarding the skills and
compensation of employees; the identities of customers and
potential customers; forecasts, marketing techniques; the
identities of suppliers, vendors and contractors; the terms of
contracts or agreements; and any other information mentioned or
data which is not public and/or of a confidential nature relating
to any aspect of the business of the Company. In the
event that the Consultant or any of its affiliates becomes legally
required to disclose any Confidential Information, such party, to
the extent practicable, will provide the Company with prior written
notice thereof so that the Company may seek a protective order or
other appropriate remedy or waive compliance with the provisions of
this Section 8(a) to permit a particular disclosure. In
the event that such protective order or other remedy is not
obtained, or that the Company waives compliance with the provisions
of this Section 8 (a) to permit a particular disclosure, the
applicable party shall only disclose that portion of the
Confidential Information which the applicable party is advised by
such party’s legal counsel is legally required to be
disclosed. If required, the applicable party will, at
the Compa
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