CONSULTING AGREEMENT (the “Agreement”)
(the
“Agreement”)
This
Agreement dated for reference the 1st day of July 2006, by and
between:
Essentially
Yours Industries, Inc.
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Tel:
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(“EYI”)
AND:
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Toll
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(
"Toll")
WHEREAS:
| A. |
Essentially
Yours Industries Inc. (“EYI”) is in the business of marketing dietary
supplements, personal care products and water filtration systems;
and
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B.
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EYI
desires to secure the services of Toll to provide training and marketing
services to EYI.
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NOW
THEREFORE in
consideration of the mutual covenants herein contained, the parties hereto
agree
as follows:
2. TERM
2.1 Term.
This
Agreement shall commence from the date first written above and shall continue
for three (3) months unless terminated in accordance with the terms set out
herein.
2.2 Termination
by EYI Without Notice.
EYI may
terminate the engagement of Toll without notice if Toll:
| (a) |
is
dishonest in dealing with EYI;
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| (b) |
conducts
himself in a manner which is materially detrimental to the business
of
EYI; and
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| (c) |
fails
to carry out the services and duties to be performed by it pursuant
to the
provisions of this Agreement.
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2.3. Termination
with Notice.
Notwithstanding the foregoing either party may terminate this Agreement without
reason, upon thirty (30) days prior written notice.
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3. REMUNERATION
3.1. Remuneration.
In
consideration for providing services during the term of this Agreement, EYI
shall pay Toll a monthly consulting fee of three thousand seven hundred and
fifty dollars ($3,750).
3.2
Taxes.
Toll
shall be responsible for payment of all local and federal taxes in regard to
all
remuneration paid to Toll and Toll hereby indemnifies and saves harmless EYI
from all claims in this regard.
4. ADVANCE
OF FUNDS
4.1 In
addition to the consulting fees, EYI agrees to advance Toll three thousand
seven
hundred and fifty dollars ($3,750) per month for a period of three (3) months
commencing July 1, 2006.
5.
REPAYMENT
OF ADVANCED FUNDS
5.1 Toll
agrees to repay EYI the sum of three thousand seven hundred and fifty dollars
($3,750) of the advanced funds, together with interest on the unpaid balance
at
the rate of ten percent (10%) per year (calculated on a 365 day year and the
actual days elapsed), one hundred and fifty (150) days from the date of each
monthly advance.
5.2
In
the
event that Toll defaults on the above mentioned repayment terms, Toll agrees
to
pay all reasonable fees and costs incurred by EYI in collecting or securing
or
attempting to collect the advanced funds.
6. CONFIDENTIALITY
6.1 Toll
acknowledges that EYI has certain rights in certain confidential, proprietary,
trade secrets or technical information:
6.2 Confidential
Information.
In this
Agreement, "Confidential Information" means all confidential or proprietary
information, intellectual property (including trade secrets and technology),
customer or client lists, which in any way and at any time have been
communicated to, acquired by, or learned by Toll in the course of this Agreement
6.3 Confidentiality
Maintained.
Toll
covenants and agrees with EYI during the term of this Agreement and at all
times
after the termination of this Agreement to:
| (a) |
keep
all Confidential Information in the strictest
confidence;
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| (b) |
treat
all Confidential Information with at least the same level of protection
as
Toll would give his own confidential information of similar nature,
but no
less than a reasonable level of protection.
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| (c) |
hold
all Confidential Information in trust for EYI;
and
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| (d) |
not
to directly, indirectly or in any other
manner:
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| (i) |
publish
or in any way participate or assist in the publishing of any Confidential
Information;
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| (ii) |
utilize
any Confidential Information, except as may be required for and in
the
course of the business of EYI; and
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| (iii) |
disclose
or assist in the disclosure of any Confidential Information to any
person,
firm or corporation.
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7. NON-ASSIGNMENT
Toll
shall not assign any of the rights or benefits granted herein.
8. NOTICES
Any
Notice required or permitted to be given hereunder shall be in writing and
shall
be effectively given if:
| (a) |
Delivered
personally;
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| (b) |
Sent
by prepaid courier service or mail;
or
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| (c) |
Sent
prepaid by fax or other similar means of electronic communication.
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9.
AMENDMENTS
Any
changes or amendments or additions to the Agreement must be in writing and
signed by both parties to be effective.
This
Agreement shall be construed in accordance with the laws of the Province of
British Columbia and the Courts of the said Province shall have exclusive
jurisdiction to hear all actions arising out of or in respect of this
Agreement.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement effective
as of
the date first above written.
EYI
Industries, Inc.
Per:
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/s/
▇▇▇▇▇ Toll
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Name: ▇▇▇
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Title: President/CEO
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Name: ▇▇▇▇▇ Toll |
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