CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement"), dated as of
______________, 2000, between Rich Products Manufacturing Corporation, a
Delaware corporation d/b/a Jon Donaire Desserts, with its principal office
located at 1150 Niagara Street, Buffalo, New York ("RPMC"), and Alan S.
Gottlich, an individual with his principal address at
___________________________________ ("Consultant")
WITNESSETH THAT:
WHEREAS, RPMC desires to benefit from the expertise of the Consultant
and the Consultant desires to provide such expertise to RPMC, upon the terms and
subject to the conditions as hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and intending to be legally bound hereby, the parties hereto agree as
follows:
1. Engagement of Consultant. RPMC and Consultant agree that during the
Consulting Term (as defined in Section 2 hereof) RPMC shall engage the
Consultant and the Consultant shall render to RPMC such services as are
reasonably requested by the Board of Directors from time to time with respect to
providing information concerning the matters referred to in Exhibit A hereto.
The Consultant hereby accepts such engagement and agrees to devote such time as
is necessary to the performance of his duties hereunder, but in no event in
excess of the following parameters:
a. Up to ten (10) working days of on site consulting during each year
of the Consulting Term (as defined below), as and to the extent requested by
RPMC in writing, at RPMC's place of business but not more than two (2)
consecutive days of work in each event unless Consultant voluntarily agrees to
extend said limitation at his sole discretion.
b. Reasonable telephone and written consulting services, as requested
by RPMC in writing
2. Consulting Term. Subject to the provisions in Section 4 hereof, the
term of this Agreement shall commence on the date hereof and shall continue for
a period of four (4) years (the "Consulting Term").
3. Compensation and Expenses. During the Consulting Term, as
compensation for its services hereunder, the Consultant will be paid Thirty
Thousand Dollars ($30,000) per year payable in four (4) equal quarterly payments
during each year of the Consulting Term (the "Compensation"). The Consultant
will not receive nor be entitled to any increases to the Compensation for any
reason whatsoever. RPMC will reimburse Consultant for all pre-approved out of
pocket expenses incurred by Consultant in providing the services hereunder
including all travel, lodging and meal expenses arising out of on-site
consulting.
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4. Termination. Any provision of this Agreement to the contrary
notwithstanding, RPMC may terminate the above consulting arrangement only as a
result of a commission by the Consultant of an act of fraud upon, or willful
misconduct toward RPMC or its affiliates.
5. Independent Contractor. This Agreement does not create, and shall
not be construed as creating, any relationship of agency, partnership, or
employment between the parties. RPMC and Consultant enter this Agreement as and
shall remain independent parties. Neither party shall have the right or
authority to assume, create, or enlarge any obligation or commitment on behalf
of the other and shall not represent itself as having the authority to bind the
other in any manner.
6. Notices. If it is necessary at any time during the Consulting Term
for the Consultant or RPMC to give notice to the other party hereto, such notice
must be given in writing delivered in person or mailed by certified mail, return
receipt requested, to the addresses first set forth above or such other address
of which one party may notify the other in writing. Notices are effective when
personally delivered or when placed in the mail.
7. Governing Law. This Agreement will be construed and interpreted in
accordance with the laws of the State of New York, without regard to conflicts
of law principles.
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Severability, Amendment, Integration. Should any provision of this
Agreement be adjudged to any extent invalid by any competent tribunal, such
provision will be deemed modified to the extent necessary to make it
enforceable. This Agreement may not be modified or varied except by an agreement
in writing signed by the party against whom enforcement of such modification is
sought. This Agreement sets forth all of the promises, covenants, agreements,
conditions and undertakings between the parties hereto relating to the subject
matter hereof and supersedes all prior and contemporaneous agreements and
understandings, inducements or conditions, express or implied, oral or written
regarding such subject matter.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
ALAN S. GOTTLICH RICH PRODUCTS
MANUFACTURING CORPORATION
By_____________________________ By_______________________________
Title____________________________
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Exhibit A
To be provided
