Exhibit 4.1(b)
CONSULTING AGREEMENT
AGREEMENT, effective as of the ______ day of October, 2003, between
BRANDPARTNERS GROUP, INC., a Delaware Corporation (the "Company"), located at
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇ BENZ (hereinafter referred
to as "Consultant") with an address at _________________ c/o BI COASTAL
CONSULTING CORP.
W I T N E S S E T H:
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WHEREAS, THE Company desires the Consultant to provide consulting services
to the Company pursuant hereto and Consultant is agreeable to providing such
services.
NOW THEREFORE, IN CONSIDERATION OF THE PREMISES AND THE MUTUAL
PROMISES SET FORTH HEREIN, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Consultant shall serve as a consultant to the Company on general
corporate matters, in addition to providing management consulting services with
respect to the Company's organizational and business structure, and other
projects as may be assigned by the Company's Board of Directors on an as needed
basis for a term of one (1) year from the effective date of this Agreement.
2. The Company shall be entitled to Consultant's services for reasonable
times when and to the extent requested by, and subject to the direction of ▇▇.
▇▇▇▇▇▇▇ as Chairman of the Board of the Company.
3. Consultant shall provide Company periodic written reports as required
concerning the status of various projects assigned to Consultant.
4. Reasonable travel and other expenses necessarily incurred by Consultant
to render such services shall be reimbursed by the Company promptly upon receipt
of proper statements, including appropriate documentation, with regard to the
nature and amount of those expenses. Company shall pay expenses within fifteen
(15) business days of the receipt of a request with appropriate documentation.
5. In consideration for the services to be performed by Consultant, the
Consultant will receive the sum of $10,000 per month, and 500,000 options to
purchase 500,000 shares of common stock for a period of five (5) years at $.30
per share, with cost-free piggyback registration rights or Form S-8, at the
request of the Consultant. The options will be fully vested as of the effective
date of this Agreement.
6. It is the express intention of the parties that the Consultant is an
independent contractor and not an employee or agent of the Company. Nothing in
this agreement shall be interpreted or construed as creating or establishing the
relationship of employer and employee between the Consultant and the Company.
Both parties acknowledge that the Consultant is not an employee for state or
federal tax purposes. The Consultant shall retain the right to perform services
for others during the term of this agreement.
7. Neither this agreement nor any duties or obligations under this
agreement may be assigned by the Consultant without the prior written consent of
the Company.
8. The within Agreement has been approved by the Board of the Company.
9. Any notices to be given hereunder by either party to the other may be
given either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed notices shall
be addressed to the parties at the addresses appearing in the introductory
paragraph of this agreement, but each party may change the address by written
notice in accordance with the paragraph. Notices delivered personally will be
deemed communicated as of actual receipt; mailed notices will be deemed
communicated as of two days after mailing.
10. This agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the rendering of services by
the Consultant for the Company and contains all the covenants and agreements
between the parties with respect to the rendering of such services in any manner
whatsoever. Each party to this agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have been made by any
party, or anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in this
agreement shall be valid or binding. Any modification of this agreement will be
effective only if it is in writing signed by the party to be charged.
11. This agreement will be governed by and construed in accordance with the
laws of the State of New York, without regard to its conflicts of laws
provisions; and the parties agree that the proper venue for the resolution of
any disputes hereunder shall be New York County, New York.
12. For purposes of this Agreement, Intellectual Property will mean (i)
works, ideas, discoveries, or inventions eligible for copyright, trademark,
patent or trade secret protection; and (ii) any applications for trademarks or
patents, issued trademarks or patents, or copyright registrations regarding such
items. Any items of Intellectual Property discovered or developed by the
Consultant (or the Consultant's employees) during the term of this Agreement
will be the property of the Consultant, subject to the irrevocable right and
license of the Company to make, use or sell products and services derived from
or incorporating any such Intellectual Property without payment of royalties.
Such rights and license will be exclusive during the term of this Agreement, and
any extensions or renewals of it. After termination of this Agreement, such
rights and license will be nonexclusive, but will remain royalty-free.
Notwithstanding the preceding, the textual and/or graphic content of materials
created by the Consultant under this Agreement (as opposed to the form or format
of such materials) will be, and hereby are, deemed to be "works made for hire"
and will be the exclusive property of the Company. Each party agrees to execute
such documents as may be necessary to perfect and preserve the rights of either
party with respect to such Intellectual Property.
13. The written, printed, graphic, or electronically recorded materials
furnished by the Company for use by the Consultant are Proprietary Information
and are the property of the Company. Proprietary Information includes, but is
not limited to, product specifications and/or designs, pricing information,
specific customer requirements, customer and potential customer lists, and
information on Company's employees, agent, or divisions. The Consultant shall
maintain in confidence and shall not, directly or indirectly, disclose or use,
either during or after the term of this agreement, any Proprietary Information,
confidential information, or know-how belonging to the Company, whether or not
it is in written form, except to the extent necessary to perform services under
this agreement. On termination of the Consultant's services to the Company, or
at the request of the Company before termination, the Consultant shall deliver
to the Company all material in the Consultant's possession relating to the
Company's business.
14. The obligations regarding Proprietary Information extend to information
belonging to customers and suppliers of the Company about which the Consultant
may have gained knowledge as a result of performing services hereunder.
15. The Company will indemnify and hold harmless Consultant from any claims
or damages related to statements prepared by or made by Consultant that are
either approved in advance by the Company or entirely based on information
provided by the Company.
Company:
BRANDPARTNERS GROUP, INC.
By:
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Consultant:
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▇▇▇▇▇ BENZ