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Engagement Agreement

Engagement Agreement

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 This Engagement Agreement involves

INDIE GROWERS ASSOCIATION | INDIE GROWERS ASSOCIATION INC

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Title: ENGAGEMENT AGREEMENT
Date: 5/2/2014
Industry: Misc. Financial Services     Sector: Financial

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ENGAGEMENT AGREEMENT

 

 

THIS AGREEMENT made as of the 28th day of April 2014.

 

BETWEEN:

 

 

 

INDIE GROWERS ASSOCIATION INC.

 

 

(the “Company)

 

 

 

OF THE FIRST PART

 

 

 

AND:

 

 

 

ARNIE DE WITT III

 

 

(the “Director”)

 

 

 

OF THE SECOND PART

 

WHEREAS:

 

A.

The Director is experienced in branding, marketing, social media, advertising, and sales.

 

B.

The Company wishes to engage the Director on the terms and conditions of this Agreement.

 

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the material promises and conditions contained in this Agreement, the Company and the Director agree as follows:

 

1.

Engagement

 

The Company hereby engages the Director and the Director hereby accepts the engagement upon the terms and conditions hereinafter set forth.

 

2.

Period of Engagement

 

Subject to the provisions for termination as hereinafter provided, the term of the engagement shall be for three years from the date of this Agreement, and shall be automatically renewable each year thereafter, unless one or both parties advise otherwise at least 30 days prior to the renewal. The parties shall re-negotiate all renewals and amendments thereto in good faith, on the basis of the Company’s cash flow, operations, other management, and ability to pay.

 

 

3.

Services

 

The Director agrees to serve in the position and carry out the duties and responsibilities of a Director as part of the Board of Directors of the Company, and perform such other services as may be reasonably designated from time to time by the Company. The Director specifically agrees that he will be available for at least one pre-scheduled teleconference meeting per week and one in-person meeting per month. The Director will provide exclusive and unfettered access to his entire professional network and business circle, work exclusively at developing the business of the Company, and providing the Company exclusive access to his network of contacts and industry related business opportunities including title and interest in all industry related and relationships he has developed.

 

 

 

 

4.

Compensation

 

For all services rendered by the Director under this Agreement, the Company shall pay the Director:

 

a.

one-time issuance of 10,000,000 restricted shares upon signing of this agreement for the entire three year period on the basis of 277,777 restricted shares a month. Any termination by either party under the three year period will result in a calculation of months worked and the remaining shares will be cancelled and delivered back to Treasury

 

 

5.

Expenses

 

The Company shall reimburse the Director for all pre-approved out of pocket expenses.

 

6.

Termination of Engagement

 

(a)

Termination by the Company

 

The Company may at any time during the Period of Engagement terminate this Agreement for cause, without notice and without liability for any claim, action or demand upon the happening of one or more of the following events:

 

(i)

if the Director fails or refuses, repeatedly, to comply in any material respect with the reasonable policies, standards or regulations of the Company established from time to time in writing and in accordance with this Agreement;

 

(ii)

if the Director fails to perform in any material respect his duties determined by the Company in accordance with this Agreement and consistent with the customary duties of the Director’s engagement;

 

(iii)

if the Director conducts himself in a wilfully dishonest, or an unethical or fraudulent manner that materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company; or

 

(iv)

if the Director conducts any unlawful or criminal activity, which activity materially discredits the Company or is materially detrimental to the reputation, character or standing of the Company.

 

Notwithstanding the above, the Company may at any time during the Period of Engagement terminate this Agreement with 30 days written notice.

 

7.

Property of the Company

 

The Director hereby acknowledges and agrees that all personal property, including without limitation, all books, manuals, records, reports, notes, contracts, lists, and other documents, proprietary information (as defined below), copies of any of the foregoing, and equipment furnished to or prepared by the Director in the course of or incidental to his engagement, including, without limitation, records and any other materials pertaining to the Company or its business, belonging to the Company shall be promptly returned to the Company upon termination of Agreement.

 

 

 

 

8.

Proprietary Information and Non-Competition

 

(a)

Proprietary Information

 

 

 

"Proprietary Information " means information about the Company disclosed to the Director, known by the Director or developed by the Director, alone or with others, in connection with his engagement by the Company, which is not generally known to the industry in which the Company is or may become engaged about the Company's products, processes, and services, including but not limited to, information relating to customers, sources of supply, personnel, sources or methods of financing, marketing, pricing, merchandising, interest rates, or sales.

 

(b)

Non-Disclosure of Proprietary Information

 

 

 

The Director acknowledges that all Proprietary Information is received or developed by him in confidence and is the property of the Company. During the period of engagement and thereafter, the Director will not, directly or indirectly, except as required by the normal business of the Company or expressly consented to in writing by the Company:

 

(i)

disclose, publish or make available, other than to an authorized Director, officer, or director of the Company, any Proprietary Information;

 

 

 

(ii)

sell, transfer or otherwise use or exploit any Proprietary Information;

 

 

 

(iii)

permit the sale, transfer, or use or exploitation of any Proprietary Information by any third party; or

 

 

 

 

(iv)

retain upon


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