EXHIBIT 10.22
Services Agreement
This Services Agreement (this "Agreement") is made and entered into as of this
_1st day of August 2000, between Cuidao Holding Corp. ("Cuidao"), whose mailing
address is 2951 Simms Street Hollywood, Florida 33024-1510, and Kristene P.
Klein ("Consultant"), whose mailing address is 1350 SE 3rd Avenue, #402, Dania,
FL 33004.
Witnesseth:
Whereas, Cuidao desires to engage Consultant as an independent contractor to
perform the hereinafter described design, creation, and compliance requirements
for the company's beer, wine, and spirits portfolio's labeling and advertising.
In doing so, Consultant is to refer any and all sales to company's exclusive
distributor, R & R (Bordeaux) Imports, Inc.
Now, therefore, in consideration of the premises and the mutual covenants and
obligations herein contained, the parties agree as follows:
(a) Fees. In consideration of Consultant performing the Services, Consultant
shall be paid an agreed upon sum job by job.
(b) Time for Completion. Consultant shall commence the Services on August 1,
2000 and complete the Services on July 31, 2001, and shall renew annually.
(c) Expenses. Consultant shall be responsible for any personal expenses incurred
by Consultant in the course of performing the Services.
(d) Indemnification. Consultant shall defend (if required by Cuidao), indemnify,
and hold Cuidao, its parent company, the subsidiary related, and affiliated
companies of each, and the officers, directors, agents, employees, and assigns
of each, harmless from and against any and all damages, claims, demands, suits,
judgments, losses, or expenses (including, without limitation, attorneys' fees
and fees of other professionals) of any nature whatsoever (whether based on
tort, breac of contract, product liability, patent or copyright infringement, or
otherwise) arising directly or indirectly from or out of: any act or omission of
Consultant, its officers, directors, agents, or employees; any failure of
Consultant to perform the Services hereunder in accordance with generally
accepted industry standards; any breach of Consultant's representations as set
forth in this Agreement; or any other failure of Consultant to comply with the
obligations on its part to be performed hereunder. The provisions of this
paragraph shall survive the expiration or sooner termination of this Agreement.
(e) Consultant's Representations/Responsibilities.
1. Consultant shall be solely responsible for all salaries, employee benefits,
social security taxes, federal and state unemployment insurance, and any
and all similar expenses or taxes relating to Consultant or its employees
or agents. Neither Consultant nor its employees or agents shall be entitled
to participate in, or to receive
any benefits from, Cuidao's employee benefit or welfare plans, specifically
including, but not limited to, coverage under Cuidao's workers'
compensation program. Cuidao shall have no obligation whatsoever to
compensate Consultant or any of its employees or agents on account of any
injuries which Consultant or any of its employees or agents may sustain as
a result of or in the course of the performance of the Services, and
Consultant hereby waives, on its own behalf and on behalf of any persons
claiming by, through, or under Consultant, any and all rights of recovery
which Consultant may now or hereafter have against Cuidao on account of any
such injuries.
2. Consultant hereby warrants and represents to Cuidao that: (I) it has the
experience, staff, skill, and authority to perform the Services: (II) it
shall comply with all applicable federal, state, and local laws, rules,
regulations, codes, statutes, ordinances, and orders of any governmental or
regulatory authority; (III) it is adequately financed to meet any financial
obligation it may be required to incur hereunder; (IV) it has obtained all
licenses and permits required to observe and perform the terms, covenants,
conditions, and other provisions on its part to be observed or performed
under this Agreement; (V) any material or work product provided by
Consultant under this Agreement shall not infringe upon any patent,
trademark, or copyright, or otherwise violate the rights of, any person,
firm, or corporation; (VI) it has obtained all necessary consents,
permissions, or releases, and will timely make all payments to third
partied, that may be required to provide the Services; (VII) there is no
actual or potential conflict of interest between the Services to be
performed by Consultant under this Agreement and Consultant's family,
business, financial, or other interests, and Consultant shall immediately
notify Cuidao of any actual or potential conflict of interest of which
Consultant becomes aware during the term of this Agreement; and, (VIII) it
will not engage any employee of Cuidao or any parent, subsidiary, related
or affiliated company of Cuidao to perform any part of the Services.
3. All personal property used in the performance of the Services by Consultant
shall remain Consultant's property, and shall be placed in or around the
Project at Consultant's sole risk. Cuidao shall not be responsible for any
loss (including theft) of or damage to any of Consultant's personal
property.
(a) Suspension Or Termination. Anything herein to the contrary notwithstanding,
Cuidao may, in its sole discretion, with or without cause and without
liability, suspend or terminate this Agreement effective upon seven (7)
days prior written notice to Consultant.
(b) Assignment. This Agreement is for the personal services of Consultant and
may not be subcontracted or assigned by Consultant without Cuidao's written
Consent, which Cuidao may withhold in its sole discretion. Cuidao retains
the right to assign all or any portion of this Agreement at any time.
(c) Promotion. Consultant shall acquire no right under this Agreement to use,
and shall not use, the name "Cuidao" (either alone or in conjunction with
or as a part of any other word, mark or name) or any marks, fanciful
characters or designs of Cuidao Holding Corporation or any of its related,
affiliated, or subsidiary companies in any of Consultant's advertising,
publicity, or promotion; to express or imply any endorsement
by Cuidao of Consultant's services; or in any other manner whatsoever
(whether or not similar to the uses hereinabove specifically prohibited)
without first having obtained the written permission of Cuidao, which
permission Cuidao may withhold in its sole discretion. The provisions of
this paragraph shall survive the expiration or sooner termination of this
Agreement.
(d) Governing Law. This Agreement shall be construe and regulated under and by
the laws of the State of Florida without regard to conflicts of laws
principles. Venue for any legal action arising out of this Agreement shall
be in Broward County, Florida and jurisdiction shall be vested exclusively
in the Circuit Court of the Ninth Judicial Circuit in and for Broward
County, Florida, (or if the Circuit Court shall not have jurisdiction over
the subject matter thereof, then to such other curt sitting in said county
and having subject matter jurisdiction). The parties hereby consent to the
jurisdiction of such court and to the service of process outside the State
of Florida pursuant to the requirements of such court in any matter so to
be submitted to it and expressly waive all rights to trial by jury
regarding any such matter.
(e) Relationship of Parties. It is understood and agreed that Consultant is
acting as an independent contractor and not as Cuidao's employee in the
performance of the Services, although Cuidao shall have the right to make
recommendations concerning the procedures employed by Consultant in
performing the Services. Nothing herein contained shall be deemed to create
an agency relationship between Cuidao and Consultant.
(f) Miscellaneous Provisions. The terms and provisions of this Agreement
constitute the entire agreement between the parties hereto with respect to
the subject matter of this Agreement and supersede all previous
communications, representations, or agreements, either oral or written,
between the parties relating to such subject matter. No change, alteration,
or modification of this Agreement shall be effective unless made in writing
and signed by both parties hereto. If any provision of this Agreement is
deemed to be invalid, it shall be considered deleted herefrom and shall not
invalidate the remaining provisions.
(g) No Offer. This instrument does not constitute a offer by Cuidao and may be
withdrawn at any time. When executed by Consultant and delivered to Cuidao,
it shall constitute an offer by Consultant to Cuidao irrevocable for a
period of ten (10) days after receipt by Cuidao and, upon execution by
Cuidao, shall constitute a binding agreement between the parties.
In Witness Whereof, the parties have caused this Agreement to be duly executed
as of the day and year first above written.
Cuidao Holding Corporation Consultant
Kristene P. Klein
By:______________________ By:___________________
Robert K. Walker
Managing Director Title:__________________