CONSULTING AGREEMENT
This Agreement is made as of January 1, 1999 by and between Nu Skin
International, Inc., a Utah corporation ("Company"), having its principal place
of business at 75 West Center Street, Provo, Utah 84601 and Max L. Pinegar
("Consultant"), having an address at 1675 North 200 West, Orem, Utah 84057.
Company and Consultant are sometimes hereinafter referred to as "Party" or
"Parties."
RECITALS
A. Company is engaged in the business or marketing and selling nutritional and
personal care products; and
B. Consultant is in the business of corporate consulting.
C. Consultant and Company desire to enter into this Agreement subject to the
terms and conditions contained herein.
AGREEMENT
Now therefore, in consideration of the mutual promises and covenants herein
contained, the Parties hereto agree as follows:
1 TERM
1.1 This Agreement will commence on January 1, 1999 and will remain in
effect until either Party terminates this Agreement by giving the
other Party thirty (30) days prior written notice.
2 CONSULTING SERVICES
2.1 Company hereby retains Consultant and Consultant hereby agrees to
consult with Company regarding general corporate matters.
2.2 Consultant shall report to a member of senior management ("Company
Representative") designated by the President of the Company.
2.3 Consultant shall use those efforts which a skilled, competent,
experienced and prudent professional would use to perform and complete
the requirements of this Agreement in a timely manner conforming to
the standard and quality generally accepted within the profession
throughout his industry. In addition, Consultant will supply and use
all his own tools, materials and supplies, as well as hire, train, and
pay any necessary assistants to complete the Project.
2.4 The Company and the Consultant agree that the Consultant will provide
15 days of service per calendar quarter (an average of 5 days per
month), the types of services to be performed will be agreed upon
between the Company and Consultant.
2.5 The Company and the Consultant agree to meet at the beginning of each
quarter to review the services rendered during the previous quarter
and to identify services to be rendered during the following quarter.
3 MANNER OF PAYMENT
3.1 Consultant will be paid an annual retainer of Twenty Four Thousand and
No/100 Dollars ($24,000.00), due and payable by January 31 of each
year so long as this Agreement shall remain in effect. Consultant
shall submit an invoice for such retainer no later than January 10 of
each year.
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3.2 In addition, Consultant will be paid the sum of Three Thousand and
No/100 Dollars ($3,000.00) per month for his efforts pursuant to this
Agreement. Payment shall be made within thirty (30) days of receipt of
Consultant's invoice.
4 INDEPENDENT CONTRACTOR
4.1 Both Company and Consultant agree that Consultant is an independent
contractor. Accordingly, Consultant shall be responsible for payment
of all his own taxes including federal, state and local taxes arising
out of his activities in accordance with this Agreement, including
federal and state income tax, social security tax, unemployment
insurance taxes, and any other taxes or business license fees as may
be required.
5 NONDISCLOSURE
5.1 Consultant agrees that, except as directed by the Company, Consultant
will not at any time, during or after the term of this Agreement, use
or disclose any "Confidential Information" or any other information
designated as confidential or proprietary by the Company to any person
whatsoever, or, except as authorized in writing by the Company, permit
any person whatsoever to examine or make copies of any reports or any
documents prepared by or that come into Consultant's possession or
control by reason of services hereunder or otherwise. Confidential
information shall include any formula(e), revisions of formula(e),
processes and methods as well as business plans, financial data,
product development plans, marketing plans and strategies, distributor
lists, manufacturing techniques and methods, research data and similar
information of Company's that are valuable, special unique and
proprietary assets of Company.
5.2 The obligations set forth 5.1 of this Agreement shall not apply to any
information that Consultant (i) already possess without obligation of
confidentiality; (ii) develops independently, or (iii) rightfully
receives without obligation of confidentiality from a third Party. No
obligation of confidentiality applies to any Confidential Information
that is, or becomes, publicly available without breach of this
Agreement.
5.3 Consultant hereby acknowledges that unauthorized disclosure or use of
Confidential Information will cause substantial and irreparable injury
to Company, that money damages will not adequately compensate for such
injury and that Company, therefore, is entitled to immediate
injunctive and other equitable relief for breach of obligations of
confidentiality as set forth in this Agreement.
5.4 Consultant will, upon termination or expiration of this Agreement,
return to the Company all Confidential Information or information or
data related directly or indirectly thereto, including any copies or
reproductions thereof, in Consultant's possession or control.
6 CONFLICT OF INTEREST
6.1 Consultant hereby discloses all activities or interests that suggest a
potential conflict with the best interest of Company. Exhibit A,
attached hereto and incorporated herein by this reference, is a list
of Consultant's interests which might conflict with or appear to
conflict with his responsibilities to Company.
7 WORKPRODUCT
7.1 The Company will own the rights to all workproduct, processes,
studies, flow charts, diagrams, devices, programs, inventions,
original works of authorship, and other tangible
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or intangible material developed by Consultant as a result of services
hereunder during the term hereof. Any workproduct generated by
Consultant will be deemed a work made for hire. If any of such
workproduct will be deemed other than a work made for hire, Consultant
hereby agrees to execute and deliver such documents and instruments as
Company may deem necessary or appropriate to transfer to the Company
any right, title, or interest, including copyrights, Consultants has
in any such work.
8 GENERAL
8.1 Company may assign this Agreement without limitation, however
Consultant may not assign this Agreement without Company's prior
written consent. The failure of either Party to insist upon the
performance of any term or condition of this Agreement or to exercise
any right hereunder on one or more occasions shall not constitute a
waiver or relinquishment of its right to demand future performance of
such term or condition, or to exercise such right in the future. If
any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement,
including all of the remaining terms, will remain in full force and
effect as if such invalid or unenforceable term had never been
included. All notices and other communications required or permitted
to be given under this Agreement shall be transmitted in writing to
the address first listed by Certified United States Mail, postage
prepaid, return receipt requested, by guaranteed overnight delivery,
by electronic mail, or by facsimile. The laws of the State of Utah
shall govern this Agreement. This Agreement embodies the entire
agreement between the Parties. No changes, modifications or amendments
to any terms and conditions in this Agreement are valid or binding
unless agreed to by the Parties in writing by their authorized
representatives.
In witness whereof, the Parties to this Agreement have caused it to be executed
on the date first above written.
This agreement is executed as of the date above written.
NU SKIN INTERNATIONAL, INC.
/s/ M. Truman Hunt
By: M. Truman Hunt
Its: Vice President
CONSULTANT
/s/ Max L. Pinegar
Max L. Pinegar
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EXHIBIT A - POSSIBLE CONFLICTS OF INTEREST
The Consultant has served in the past as a member or the Board of Directors and
will now serve as an outside member of the Board of Directors.
If any additional "Conflict of Interest" develops the Consultant shall
immediately report such conflict to the Company.