CONSULTING
AGREEMENT
This Consulting Agreement ("Agreement") is
entered into as of the 29 th day of September, 2009 (the “Effective
Date”) by and between Brand Neue Corp. (the
“Company”), and John J. Ryan III
(“Consultant”).
WHEREAS, the Company desires to engage
Consultant to provide certain services as set forth on Schedule A
attached hereto and as specified from time to time by the
Company.
NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants and conditions contained herein,
the parties hereto agree as follows:
1. Engagement.
The Company hereby engages Consultant to perform, those
duties set forth on Schedule A attached hereto and such other
duties as may be requested from time to time by the Board of
Directors of the Company. Consultant hereby accepts such engagement
upon the terms and subject to conditions set forth in this
Agreement.
2. Compensation.
For the services rendered by Consultant under this
Agreement, the Company shall pay to Consultant the compensation
specified on Schedule A, subject to the terms and conditions set
forth in this Agreement.
3. Term and Survivability.
The term of this Agreement shall be for one (1) year
from the Effective Date and shall automatically renew for
subsequent one (1) year periods on each anniversary of the
Effective Date unless terminated by either party by delivering
written notice to the other party prior to thirty (30) days of the
anniversary of the Effective Date. In addition, this
Agreement may be terminated if either party materially fails to
perform or comply with this Agreement or any material provision
hereof. Termination shall be effective thirty (30) days after
notice of such material failure to perform or comply with this
Agreement or any material provision hereof to the defaulting party
if the defaults have not been cured within such thirty (30) day
period.
4. Costs and Expenses of
Consultant’s Performance. Except as set forth
on Schedule A, all costs and expenses of Consultant’s
performance hereunder shall be borne by the Consultant.
5. Taxes . As an
independent contractor, Consultant acknowledges and agrees that it
is solely responsible for the payment of any taxes and/or
assessments imposed on account of the payment of compensation to,
or the performance of services by Consultant pursuant to this
Agreement, including, without limitation, any unemployment
insurance tax, federal and state income taxes, federal Social
Security (FICA) payments, and state disability insurance
taxes.
6. Confidentiality.
Consultant agrees that Consultant will not, except when
required by applicable law or order of a court, during the term of
this Agreement or thereafter, disclose directly or indirectly to
any person or entity, or copy, reproduce or use, any Trade Secrets
(as defined below) or Confidential Information (as defined below)
or other information treated as confidential by the Company known,
learned or acquired by the Consultant during the period of the
Consultant's engagement by the Company. For purposes of
this Agreement, "Confidential Information" shall mean any and all
Trade Secrets, knowledge, data or know-how of the Company, and any
nonpublic technical, training, financial and/or business
information treated as confidential by the, whether or not such
information, knowledge, Trade Secret or data was conceived,
originated, discovered or developed by Consultant
hereunder. For purposes of this Agreement, "Trade
Secret
