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”).
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
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
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