This Consulting Services Agreement involves
Title: CONSULTING AGREEMENT
Governing Law: Virginia Date: 8/22/2016
Industry: Constr. - Supplies and Fixtures Sector: Capital Goods
This Consulting Agreement (the “ Agreement ”) is entered into by and between Exactus BioSolutions Corp. (the “ Company ” or “Exactus”), and KD Innovation Ltd, ( 凱迪創新有限公司 ), a Taiwan Company fully owned by Krassen Dimitrov (“ Consultant ”), with government ID 54787673 and registered at No. 158, Sec 1, Jiafeng St., Jhubei City, Hsinchu County, 302 .
1. Consulting Relationship . During the term of this Agreement, Consultant will provide consulting services (the “ Services ”) to the Company as described on Exhibit A attached to this Agreement. Consultant represents that Consultant is duly licensed (as applicable) and has the qualifications, the experience and the ability to properly perform the Services. Consultant shall use Consultant’s reasonable best efforts to perform the Services such that the results are satisfactory to the Company.
2. Fees. For Services rendered by Consultant under this Agreement, the Company shall pay Consultant at the rate of US $25,000 per month upon the first closing of the Company’s financing, payable as follows:
Prepaid Fees. On any date after February 13, 2016 the Consultant will provide an initial invoice equivalent to the first four months of Consulting fees or $100,000.00. The Company will pay Consultant $50,000.00 within seven business days of receipt. The remainder of the initial invoice for Prepaid Fees ($50,000.00) will be paid within 45 days of receipt of the initial invoice.
The full amounts of US$25,000 per month are paid in the fifth and sixth month of service.
Starting with the seventh month of service, at the Company’s discretion, the Company may defer the full payment of earned Consulting fees until closing of additional financing of at least US$10,000,000, provided that a maximum of 50% of the fees are deferred after closing of additional financing by the Company of US$1,000,000 or more but less than US$10,000,000.
Upon closing of additional financing by the Company of US$10,000,000 or more, the Company shall pay Consultant at the rate of US$25,000 per month.
3. Expenses. Company will reimburse Consultant for all reasonable expenses incurred as a direct result of Services. From time to time, Company may request that Consultant travel on behalf of Company. Company will reimburse Consultant for coach-class airfare, ground transportation (rental cars, taxis, trains etc), hotels, all meals and all other reasonable expenses incurred as a result of travel.
Consultant shall not be authorized to incur on behalf of the Company any expenses without the prior consent of the Company’s President for any expenses in excess of $500.00. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence (which shall include invoices and properly issued receipts) that the amount involved was expended and related to Services provided under this Agreement.
4. Term and Termination . This Agreement may terminate with immediate effect at any time upon mutual agreement between the parties, or by either party with 90-day written notice to the other party. In the event of any such termination, Consultant shall be paid for any portion of the Services that have been performed prior to the termination. Consultant hereby agrees to be bound by the Termination Certification detailed in Exhibit C .
5. Independent Contractor . Consultant’s relationship with the Company will be that of an independent contractor and not that of an employee.
(a) Method of Provision of Services : Consultant shall be solely responsible for determining the method, details and means of performing the Services. The Consultant shall perform the Services personally. Subject to prior written authorization of the Company Consultant may, at Consultant’s own expense, employ or engage the service of such employees or subcontractors as Consultant deems necessary to perform the Services required by this Agreement (the “ Assistants ”). Such Assistants are not the employees of the Company and Consultant shall be wholly responsible for the professional performance of the Services by his Assistants such that the results are satisfactory to the Company.
(b) No Authority to Bind Company . Consultant, any partner, agent or employee of the Consultant has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.
(c) No Benefits . Consultant acknowledges and agrees that Consultant will not be eligible for any company employee benefits and, to the extent Consultant otherwise would be eligible for any company employee benefits but for the express terms of this Agreement, Consultant hereby expressly declines to participate in such Company employee benefits.
(d) Withholding; Indemnification . Consultant shall have full responsibility for applicable withholding taxes for all compensation paid to Consultant, its partners, agents or its employees under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Consultant’s self-employment, sole proprietorship or other form of business organization, and Consultant’s partners, agents and employees, including state worker’s compensation insurance coverage requirements and any US immigration visa requirements. Consultant agrees to indemnify, defend and hold the Company harmless from any liability for, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to Consultant or Consultant’s partners, agents or its employees.
6. Supervision of Consultant’s Services . All of the Services to be performed by Consultant, including but not limited to the Services, will be as agreed in writing between Consultant and the Company’s President. Consultant will be required to report to the Company’s President concerning the Services performed under this Agreement. The nature and frequency of these reports will be left to the discretion of the Company’s President.
7. Consulting or Other Services for Competitors . Consultant represents and warrants that Consultant does not presently perform or intend to perform, during the term of this Agreement, consulting or other services for, or engage in or intend to engage in an employment relationship with, companies who businesses or proposed businesses in any way involve products or services which would be competitive with the Company’s products or services, or those products or services proposed or in development by the Company during the term of this Agreement (except for those companies, if any, listed on Exhibit B attached hereto). If, however, Consultant decides to do so, Consultant agrees that, in advance of accepting such work, Consultant will promptly notify the Company in writing, specifying the organization with which Consultant proposes to consult, provide services, or become employed by and to provide information sufficient to allow the Company to determine if such work would conflict with the terms of this Agreement, including the terms of the Confidentiality Agreement, the interests of the Company or further services which the Company might request of Consultant. If the Company determines that such work conflicts with the terms of this Agreement, the Company reserves the right to terminate this Agreement immediately.
8. Confidentiality/Intellectual Property . Consultant agrees at all times during the term of this Agreement with the Company and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company to the exten