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CONSULTING SERVICES
AGREEMENT
GATEWAY AND ALLAN GOLD
This Consulting Services Agreement ("Agreement"), dated March 16,
2006, is made
by and between Allan Gold, an individual ("Consultant"), whose
address is 123
Limestone Crescent, North York, Ontario, Canada M3J 2R1 and
Gateway
Distributors, Ltd., a Nevada corporation ("Client"), having its
principal place
of business at 3035 East Patrick Lane, Suite 14, Las Vegas, NV
89120 USA.
WHEREAS, Consultant has extensive background and contacts in the
area of product
development, sales & marketing, and business development;
WHEREAS, Consultant desires to be engaged by Client to provide
information,
evaluation and consulting services to the Client in his area of
knowledge and
expertise on the terms and subject to the conditions set forth
herein;
WHEREAS, Client is a publicly held corporation and desires to
further develop
its business; and
WHEREAS, Client desires to engage Consultant to provide
information, evaluation
and consulting services to the Client in his area of knowledge and
expertise on
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration for those services Consultant
provides to
Client, the parties agree as follows:
1. Services of Consultant.
Consultant agrees to perform for Client. As such Consultant will
provide bona
fide services to Client. The services to be provided by Consultant
will not be
in connection with the offer or sale of securities in a
capital-raising
transaction, and will not directly or indirectly promote or
maintain a market
for Client's securities.
Services will include but are not limited to the following (see
appendix for
details):
a. Marketing Consulting
b. Sales Consulting
c. General Business Consulting
2. Consideration.
Client agrees to pay Consultant his fee for services provided as
billed.
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3. Confidentiality.
Each party agrees during the course of this Agreement, information
that is
confidential or of a proprietary nature may be disclosed to the
other party,
including, but not limited to, product and business plans,
software, technical
processes and formulas, source codes, product designs, sales, costs
and other
unpublished financial information, advertising revenues, usage
rates,
advertising relationships, projections, and marketing data
("Confidential
Information"). Confidential Information shall not include
information that the
receiving party can demonstrate (a) is, as of the time of its
disclosure, or
thereafter becomes part of the public domain through a source other
than the
receiving party, (b) was known to the receiving party as of the
time of its
disclosure, (c) is independently developed by the receiving party,
or (d) is
subsequently learned from a third party not under a confidentiality
obligation
to the providing party.
4. Late Payment.
Client shall pay to Consultant all fees within ten (10) days of the
due date.
Failure of Client to finally pay any fees within ten (10) days
after the
applicable due date shall be deemed a material breach of this
Agreement,
justifying suspension of the performance of the "Services" provided
by
Consultant, will be sufficient cause for immediate termination of
this Agreement
by Consultant. Any such suspension will in no way relieve Client
from payment of
fees, and, in the event of collection enforcement, Client shall be
liable for
any costs associated with such collection, including, but not
limited to, legal
costs, attorneys' fees, courts costs, and collection agency
fees.
5. Indemnification.
(a) Client.
Client agrees to indemnify, defend, and shall hold harmless
Consultant and /or
his agents, and to defend any action brought against said parties
with respect
to any claim, demand, cause of action, debt or liability, including
reasonable
attorneys' fees to the extent that such action is based upon a
claim that: (i)
is true, (ii) would constitute a breach of any of Client's
representations,
warranties, or agreements hereunder, or (iii) arises out of the
negligence or
willful misconduct of Client, or any Client Content to be provided
by Client and
does not violate any rights of third parties, including, without
limitation,
rights of publicity, privacy, patents, copyrights, trademarks,
trade secrets,
and/or licenses.
(b) Consultant.
Consultant agrees to indemnify, defend, and shall hold harmless
Client, its
directors, employees and agents, and defend any action brought
against same with
respect to any claim, demand, cause of action, debt or liability,
including
reasonable attorneys' fees, to the extent that such an action
arises out of the
gross negligence or willful misconduct of Consultant.
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(c) Notice.
In claiming any indemnification hereunder, the indemnified party
shall promptly
provide the indemnifying party with written notice of any claim,
which the
indemnified party believes falls within the scope of the foregoing
paragraphs.
The indemnified party may, at its expense, assist in the defense if
it so
chooses, provided that the indemnifying party shall control such
defense, and
all negotiations relative to the settlement of any such claim. Any
settlement
intended to bind the indemnified party shall not be final without
the
indemnified party's written consent, which shall not be
unreasonably withheld.
6. Limitation of Liability.
Consultant shall have no liability with respect to Consultant's
obligations
under this Agreement or otherwise for consequential, exemplary,
special,
incidental, or punitive damages even if Consultant has been advised
of the
possibility of such damages. In any event, the liabili
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