GATEWAY DISTRIBUTORS CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this "AGREEMENT") is between Steven
Kozmary (the
"CONSULTANT") and Gateway Distributors Ltd (the "COMPANY"). The
Consultant and
the Company are also referred to in this agreement as the "PARTIES"
OR "PARTY".
WHEREAS, the Company intends to develop and expand its existing
product line.
The Company is pursuing potential customers of the Products and
Services, and/or
business relationships to promote the Company (the "SOURCES").
WHEREAS, the Consultant is a Doctor in the practice of wellness and
pain
management, with expertise in product knowledge, wellness, and can
provide
introductions to new business and clients.
WHEREAS, the Company desires to utilize the services of the
Consultant to
promote and develop a market for the Company's Products and
Services, help
identify formula's and
assist in acquiring Sources for the Company, and/or
directly or indirectly provide introductions to Sources.
NOW THEREFORE, in consideration of the premises and mutual
covenants set forth
in the Agreement, the Parties hereby agree as follows:
1.
SCOPE OF SERVICES: The
Company agrees to retain Consultant to help
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promote and develop a market for the Products and Services, and
help in
formulation of products, on a best efforts basis (the
"SERVICES").
2.
TERM: This Agreement
shall become effective as of the date set
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forth on the signature page of this Agreement, and shall continue
for a period
of one (1) year (the "TERM").
3.
TERMINATION FOR CAUSE: Notwithstanding the foregoing, the Company
or
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the Consultant shall be entitled to terminate this Agreement for
"cause" with a
30 days' written notice to the other Party with the exception of
Clauses 5, 6, 7
and 8 which shall survive the Termination of the Agreement.
Notification of
termination shall become effective on the date of mailing by first
class mail
accompanied by fax transmission to the Party at the address and
telecopier
number provided by Consultant or Company. "CAUSE" shall be
determined as the
violation of any rule or regulation of any regulatory agency, other
neglect, act
or omission detrimental to the conduct of the other Parties'
business, material
breach of this Agreement, any unauthorized disclosure of
Confidential
Information that has been designated as such and provided by the
other Party, or
dishonesty related to material information that has been relied
upon and
provided by the other Party.
4.
LICENSES GRANTED TOCONSULTANT: During the Term of this Agreement
the
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Consultant shall not negotiate or enter into any license,
sub-license agreement
of sub-contract or similar agreement with any third parties with
respect to
interest granted by the Company to the Consultant pursuant to this
Agreement
without the Company's prior written consent. The Consultant shall
further
refrain from directly or indirectly licensing, sub-licensing or
sub-contracting
any right or interest granted by the Company to the Consultant to
such third
parties without the Company's prior written consent.
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initials
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(a)
No license or right is granted by the Company to the
Consultant, either expressly or by implication, under any licenses
or
rights owned or controlled by the Company, except as expressly set
forth by
this
Agreement or the Company.
(b)
Any license granted pursuant to this Agreement shall expire
simultaneously with the Term of this Agreement, and shall be
revocable for
Cause by the Company upon written notice to the Consultant, and
the
Consultant shall immediately refrain from the use of any rights
granted by
the Company
