Exhibit 10.1
CONSULTING
AGREEMENT
This Consulting Agreement (the
“Agreement”) is dated October 10, 2009 (the
“Effective Date”) and entered into between Dynamic
Response Group, Inc., a Florida corporation (the
“Company”) and Reno R. Rolle (the
“Consultant”).
RECITALS
A. The Company is engaged in the
business of developing, manufacturing and marketing consumer
products and services distributed nationally and internationally
through direct response television and radio infomercials and in
e-commerce.
B. The Company believes that the
Consultant has valuable knowledge and experience pertaining to the
business of the Company and desires to avail itself of the
Consultant’s experience, skills and abilities, and background
and knowledge based upon the terms and conditions set forth
herein.
B. The Consultant agrees to be
engaged and retained by the Company upon said terms and
conditions.
THEREFORE, in consideration of and
for the mutual promises and covenants contained herein, and for
other good and valuable consideration, the receipt of which is
hereby acknowledged, the parties agree as follows:
1) Engagement . The Company
hereby engages Consultant and Consultant hereby accepts engagement
to render consulting advice and services described this Section to
the Company upon the terms and conditions set forth herein. It is
the intention of the parties that during the Term of this Agreement
the Consultant shall continue to serve as a member of the Board of
Directors of the Company. Consultant acknowledges and agrees that
he shall be compensated separately from this Agreement as a
non-employee director of the Company in accordance with the
Company’s compensation policies and procedures.
a) Services . During the Term
of this Agreement, Consultant will provide the Company with such
consulting advice and services as are reasonably requested by the
Company, which services will include, but will not necessarily be
limited to, (i) development of the Company’s business;
(ii) product identification and development;
(iii) marketing; and (iv) development of business
opportunities for the Company and its subsidiaries.
b) Not Exclusive . The
parties understand and agree that, except as set forth in the next
sentence, and subject to Consultant’s obligation to maintain
confidentiality of the Company’s Proprietary Information,
Consultant shall not be prevented or barred from rendering services
of any nature for or on behalf of any other person, firm,
corporation or entity. Notwithstanding the foregoing, during the
Term of this Agreement, Consultant shall not be employed by, act as
a consultant to or otherwise render services of any nature for or
on behalf of any person, firm, corporation or entity engaged in the
same or competing
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business as the Company without
prior written consent of the Company, other than to subsidiaries of
the Company. Consultant understands and agrees that the Company
shall not be prevented or barred from retaining other persons or
entities to provide services of the same nature or similar nature
as those described herein or of any nature whatsoever.
c) Independent Contractor .
Consultant understands and agrees that, during the Term of this
Agreement, he will be an independent contractor and he will not be
considered an employee of the Company or its subsidiaries. No
federal, state and local income taxes or payroll taxes of any kind
shall be withheld or paid by the Company on Consultant’s
behalf, and Consultant acknowledges that he shall not be treated as
an employee with respect to the consulting services performed
hereunder for federal, state and local tax purposes. Consultant
agrees to pay, and be solely responsible for, any applicable
federal, state and local taxes that are imposed on him for the
compensation provided hereunder.
d) Authority . Consultant
understands and agrees that he is not authorized to enter into any
contracts or agreements on behalf of the Company or its
subsidiaries, or to otherwise create obligations of the Company or
its subsidiaries to third parties, unless expressly authorized to
do so by the Company.
2) Term; Termination . This
Agreement shall commence on the Effective Date and shall continue
for a period of 12 months unless extended by mutual written consent
of the parties (the “Term”). This Agreement may be
terminated, subject to Section 11 of this Agreement,
(i) by mutual agreement of Company and Consultant; or
(ii) by any party on 10 business days’ prior notice by
either party.
3) Compensation . In
consideration for Consultant agreeing to provide and providing the
consulting services to be rendered pursuant to this Agreement, the
Company agrees to pay Consultant a monthly fee of $25,000 which may
be paid in cash or shares of stock of the Company.
4) Expenses . The Consultant
shall be responsible for any and all of his expenses, including
expenses for travel, lodging, and meals, which are incurred by
Consultant in connection with the performance of services under
this Agreement.
5) Proprietary Information .
Consultant agrees that, except as appropriate to carry out its
duties under this Agreement or as required by law, he will not use
or disclose to any third party, without the Company’s prior
consent, any information furnished or disclosed (whether before or
after the date hereof) to Consultant by the Company or its
employees, agents or representatives, including without limitation,
any of the Company’s trade secrets or other confidential or
proprietary information or information concerning the
Company’s current and any future proposed operations,
services or products (collectively, “Proprietary
Information”); provided that Consultant’s obligations
of non-use and nondisclosure under this provision will not be
deemed to restrict the use and/or disclosure of information that
(i) is or becomes publicly known or within the public domain
without a breach of this Agreement; or (ii) Consultant can
establish was known to it prior to its receipt thereof. For
purposes of this Agreement, Proprietary Information is information
or data not generally known to the public which gives the Company
an advantage over its competitors, including
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products or services under development,
production methods and processes, customer lists and marketing
plans. The Consultant acknowledges and agrees that the unauthorized
disclosure of any Proprietary Information may give rise to
irreparable injury to the Company or its subsidiaries, inadequately
compensable in damages. Accordingly, the Company may seek and
obtain injunctive relief against the breach or threatened breach of
the foregoing undertakings, in addition to any other legal remedies
that may be available.
6) Company Property . The
Consultant acknowledges that all items of any and every nature or
kind created or used by the Consultant pursuant to this Agreement,
or furnished by the Company to the Consultant, and all equipment,
books, records, reports, files, diskettes, manuals,
liter
