EXHIBIT 10.23
ENDORSEMENT AGREEMENT
This ENDORSEMENT AGREEMENT (the "Agreement") is made this 1st day of
---
November, 2003 by and between ▇▇▇▇▇ ▇▇▇▇▇▇, Individual ("CELEBRITY"), with his
offices located in California; and The Right Solution, a Nevada Corporation (the
""COMPANY""), with its offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇.
WHEREAS, "CELEBRITY" has experience in public speaking and marketing and
WHEREAS, the "COMPANY" desires to do business with the "CELEBRITY" and
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the "COMPANY" and
"CELEBRITY" agree as follows:
1. ENGAGEMENT
The "COMPANY" agrees to a one year engagement to contract the "CELEBRITY"
to speak at the company meetings and seminars along with endorsement of the
Company products.
2. The "CELEBRITY" will be limited to six speaking engagements for the year
and five conference calls per month at the company's discretion.
3. The "CELEBRITY" will assist in getting a distributorship started through
his contacts and fan mail. The "CELEBRITY" can designate the party placed
in the distributorship direct to the Company. This distributorship will be
independent of the endorsement terms of the agreement and will remain on
going as long as the "CELEBRITY" maintains the annual membership fee.
4. TERMS FOR THE "COMPANY"
(i) The "COMPANY" will flag the "CELEBRITY" center at level six for a six
month period. "COMPANY" will provide the necessary time to work with the
business on products, strategies and opportunity. ▇▇▇▇ ▇▇▇▇▇▇ will
coordinate all efforts and work direct with the "CELEBRITY" and or the
designee.
(ii) The "COMPANY" will provide products at no cost for use by the
"CELEBRITY" for personal use throughout the duration of this agreement.
"COMPANY" will pay $10,000 upfront to begin representation and support of
the "CELEBRITY".
(iii) "CELEBRITY" will receive $6,000 per month for entire duration of the
agreement. The "COMPANY" will give stock to the "CELEBRITY" which will be
restricted for one year from issuance and will be as follows:
Monthly Sales Volume Stock Options
-------------------- -------------
$ 300,000 300,000 shares
600,000 600,000 shares
1,000,000 1,000,000 shares
These stock options will remain in place until certificates are issued once
volumes are met as long as the "CELEBRITY" maintains the distributorship by
paying the annual dues of $15.00.
(iv) The terms of this agreement will remain confidential between
"CELEBRITY" and the "COMPANY" unless written permission is granted for
release by both parties.
1
(v) Travel arrangements and accommodations will be provided by the
"COMPANY" This will be first class accommodations when available.
TERMS FOR THE "CELEBRITY"
Work with ▇▇▇▇ ▇▇▇▇▇▇ to develop a business strategy that can be
implemented within 30 days of the signing of this agreement.
(i) Identify marketing platform to "recruit" new distributors
(ii) Develop a recruiting packet for "new" recruits that are duplicable
with most tools coming from the corporate website and / or inventory.
(iii) "CELEBRITY" will be available for phone conferences and meeting
participating at any level deemed necessary by the "COMPANY".
(iv) "CELEBRITY" will be available for conference calls not to exceed five
per month and at the discretion of his schedule.
(v) The terms of this agreement will remain confidential between
"CELEBRITY" and the "COMPANY" unless written permission is granted for
release by both parties.
5. INDEPENDENT CONTRACTOR
"CELEBRITY" and "CELEBRITY" Personnel will act as an independent contractor
in the performance of its duties under this Agreement. Accordingly,
"CELEBRITY" will be responsible for payment of all federal, state, and
local taxes on compensation paid under this Agreement, including income and
social security taxes, unemployment insurance, and any other taxes due
relative to Distributor's Personnel and any and all business license fees
as may be required. This Agreement neither expressly nor impliedly creates
---
a relationship of principal and agent, or employee and employer, between
Distributor's Personnel and the "COMPANY". Neither "CELEBRITY" nor
"CELEBRITY" Personnel are authorized to enter into any agreements on behalf
of the "COMPANY". The "COMPANY" expressly retains the right to approve, in
its sole discretion, each Asset Opportunity or Business Opportunity
introduced by "CELEBRITY", and to make all final decisions with respect to
effecting a transaction on any Business Opportunity.
6. TERMINATION
The "COMPANY" and "CELEBRITY" may terminate this Agreement under the
following conditions:
(A) By the "COMPANY".
----------------
(i) If during the Term of this Agreement the "CELEBRITY" is unable
to provide the Services as set forth herein for thirty (30)
consecutive business days because of illness, accident, or other
incapacity of "CELEBRITY" Personnel; or,
(ii) If "CELEBRITY" willfully breaches or neglects the duties
required to be performed hereunder; or,
(B) By "CELEBRITY"
--
(i) If the "COMPANY" fails to make any payments or provide
information required hereunder; or,
2
(ii) If the "COMPANY" ceases business or, other than in an Initial
Merger, sells a controlling interest to a third party, or agrees
to a consolidation or merger of itself with or into another
corporation, or enters into such a transaction outside of the
scope of this Agreement, or sells substantially all of its assets
to another corporation, entity or individual outside of the scope
of this Agreement; or,
(iii) If the "COMPANY" subsequent to the execution hereof has a
receiver appointed for its business or assets, or otherwise
becomes insolvent or unable to timely satisfy its obligations in
the ordinary course of, including but not limited to the
obligation to pay the Initial Fee, the Transaction fee, or the
"CELEBRITY" Fee; or,
7. INDEMNIFICATION
Subject to the provisions herein, the "COMPANY" and "CELEBRITY" agree to
indemnify, defend and hold each other harmless from and against all
demands, claims, actions, losses, damages, liabilities, costs and expenses,
including without limitation, interest, penalties and attorneys' fees and
expenses asserted against or imposed or incurred by either party by reason
of or resulting from any action or a breach of any representation,
warranty, covenant, condition, or agreement of the other party to this
Agreement. The "CELEBRITY" will have full release of liability in regards
to product performance and/or law suites resulting from use of the product.
This liability will remain the responsibility of the "COMPANY" and
manufacturers.
8. MISCELLANEOUS
(i) Subsequent Events. "CELEBRITY" and the "COMPANY" each agree to notify
-----------------
the other party if, subsequent to the date of this Agreement, either
party incurs obligations which could compromise its efforts and
obligations under this Agreement.
(ii) Amendment. This Agreement may be amended or modified at any time and
---------
in any manner only by an instrument in writing executed by the parties
hereto.
(iii) Further Actions and Assurances. At any time and from time to time,
------------------------------
each party agrees, at its or their expense, to take actions and to
execute and deliver documents as may be reasonably necessary to
effectuate the purposes of this Agreement.
3
(iv) Waiver. The party to whom such compliance is owed may waive any
------
failure of any party to this Agreement to comply with any of its
obligations, agreements, or conditions hereunder in writing. The
failure of any party to this Agreement to enforce at any time any of
the provisions of this Agreement shall in no way be construed to be a
waiver of any such provision or a waiver of the right of such party
thereafter to enforce each and every such provision. No waiver of any
breach of or noncompliance with this Agreement shall be held to be a
waiver of any other or subsequent breach or noncompliance.
(v) Assignment. Neither this Agreement nor any right created by it shall
----------
be assignable by either party without the prior written consent of the
other or as stated herein.
(vi) Notices. Any notice or other communication required or permitted by
-------
this Agreement must be in writing and shall be deemed to be properly
given when delivered in person to an officer of the other party, when
deposited in the United States mails for transmittal by certified or
registered mail, postage prepaid, or when deposited with a public
telegraph "COMPANY" for transmittal, or when sent by facsimile
transmission charges prepared, provided that the communication is
addressed:
(A) In the case of the "COMPANY":
The Right Solution
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
(B) In the case of the "CELEBRITY":
▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or to such other person or address designated in writing by the
"COMPANY" or "CELEBRITY" to receive notice.
9. Governing Law. This Agreement was negotiated and is being contracted
-------------
for in Nevada, and shall be governed by the laws of the State of
Nevada, and the United States of America, notwithstanding any
conflict-of-law provision to the contrary.
10. Binding Effect. This Agreement shall be binding upon the parties
--------------
hereto
11. Entire Agreement. This Agreement contains the entire agreement
----------------
between the parties hereto and supersedes any and all prior
agreements, arrangements, or understandings between the parties
relating to the subject matter of this Agreement. No oral
understandings, statements, promises, or inducements contrary to the
terms of this Agreement exist. No representations, warranties,
covenants, or conditions express or implied, other than as set forth
herein, have been made by any party.
12. Severability. If any part of this Agreement is deemed to be
------------
unenforceable the balance of the Agreement shall remain in full force
and effect.
13. Counterparts. A facsimile, telecopy, or other reproduction of this
------------
Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument, by one or more parties
hereto and such executed copy may be delivered by facsimile or similar
instantaneous electronic transmission device pursuant to which the
signature of or on behalf of such party can be seen. In this event,
such execution and delivery shall be considered valid, binding and
effective for all purposes. At the request of any party
4
hereto, all parties agree to execute an original of this Agreement as
well as any facsimile, telecopy or other reproduction hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
above written.
The ""COMPANY"" "CELEBRITY"
The Right Solution ▇▇▇▇▇ ▇▇▇▇▇▇
A Nevada Corporation Independent Contractor/"COMPANY"
By___________________________ By _________________________________
▇▇▇▇ ▇▇▇▇▇▇ President / CEO ▇▇▇▇▇ ▇▇▇▇▇▇ / Individuals
5