Consulting-Agreement by xiaopangnv


									                              CONSULTING AGREEMENT

This Agreement is made effective as of CURRENT DATE, by and between Bare Beans, of 12
Charles Drive, Canton, Massachusetts 02021, and Consultant, of YOUR NAME, YOUR

In this Agreement, the party who is contracting to receive services shall be referred to as "Bare
Beans", and the party who will be providing the services shall be referred to as "Consultant".

Consultant has a background in sales and is willing to provide services to Bare Beans based on
this background.

Bare Beans desires to have services provided by Consultant.

Therefore, the parties agree as follows:

1. DESCRIPTION OF SERVICES. Beginning on DATE, Consultant will provide the
following services (collectively, the "Services"): Direct selling of Bare Beans' products through
home parties.

2. PERFORMANCE OF SERVICES. The manner in which the Services are to be performed
and the specific hours to be worked by Consultant shall be determined by Consultant. Bare
Beans will rely on Consultant to work as many hours as may be reasonably necessary to fulfill
Consultant's obligations under this Agreement.

3. COMMISSION PAYMENTS. Bare Beans will make commission payments to Consultant
based on a percentage of sales as outlined in Schedule A. For the purposes of this Agreement,
sales as outlined in Schedule A means The Consultant will earn a percentage of sales based on
commissionable sales only as outlined in Schedule A. This Schedule is subject to change at any

4. EXPENSE REIMBURSEMENT. Consultant shall be entitled to reimbursement from Bare
Beans for the following "out-of-pocket" expenses: Expenses that are explicitly stated as
reimbursable prior to date incurred..

5. SUPPORT SERVICES. Bare Beans will provide the following support services for the
benefit of Consultant: Consultants will be provided with sales support.

6. NEW PROJECT APPROVAL. Consultant and Bare Beans recognize that Consultant's
Services will include working on various projects for Bare Beans. Consultant shall obtain the
approval of Bare Beans prior to the commencement of a new project.

7. TERM/TERMINATION. This Agreement may be terminated by either party upon 30 days
written notice to the other party.
8. RELATIONSHIP OF PARTIES. It is understood by the parties that Consultant is an
independent contractor with respect to Bare Beans, and not an employee of Bare Beans. Bare
Beans will not provide fringe benefits, including health insurance benefits, paid vacation, or any
other employee benefit, for the benefit of Consultant.

9. DISCLOSURE. Consultant is required to disclose any outside activities or interests, including
ownership or participation in the development of prior inventions, that conflict or may conflict
with the best interests of Bare Beans. Prompt disclosure is required under this paragraph if the
activity or interest is related, directly or indirectly, to:

    - a product or product line of Bare Beans
    - a manufacturing process of Bare Beans
    - any activity that Consultant may be involved with on behalf of Bare Beans

10. INDEMNIFICATION. Consultant agrees to indemnify and hold harmless Bare Beans from
all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be
asserted against Bare Beans that result from the acts or omissions of Consultant, Consultant's
employees, if any, and Consultant's agents.

11. ASSIGNMENT. Consultant's obligations under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written consent of Bare

12. INTELLECTUAL PROPERTY. The following provisions shall apply with respect to
copyrightable works, ideas, discoveries, inventions, applications for patents, and patents
(collectively, "Intellectual Property"):

    a. Consultant's Intellectual Property. Consultant does not personally hold any interest in any
    Intellectual Property.

    b. Development of Intellectual Property. Any improvements to Intellectual Property items
    listed on Exhibit A, further inventions or improvements, and any new items of Intellectual
    Property discovered or developed by Consultant (or Consultant's employees, if any) during
    the term of this Agreement shall be the property of Bare Beans. Consultant shall sign all
    documents necessary to perfect the rights of Bare Beans in such Intellectual Property,
    including the filing and/or prosecution of any applications for copyrights or patents. Upon
    request, Consultant shall sign all documents necessary to assign the rights to such
    Intellectual Property to Bare Beans.

13. CONFIDENTIALITY. Bare Beans recognizes that Consultant has and will have the
following information:

    - inventions
    - machinery
    - costs
    - discounts
    - business affairs

and other proprietary information (collectively, "Information") which are valuable, special and
unique assets of Bare Beans and need to be protected from improper disclosure. In consideration
for the disclosure of the Information, Consultant agrees that Consultant will not at any time or in
any manner, either directly or indirectly, use any Information for Consultant's own benefit, or
divulge, disclose, or communicate in any manner any Information to any third party without the
prior written consent of Bare Beans. Consultant will protect the Information and treat it as
strictly confidential. A violation of this paragraph shall be a material violation of this Agreement.

has disclosed (or has threatened to disclose) Information in violation of this Agreement, Bare
Beans shall be entitled to an injunction to restrain Consultant from disclosing, in whole or in
part, such Information, or from providing any services to any party to whom such Information
has been disclosed or may be disclosed. Bare Beans shall not be prohibited by this provision
from pursuing other remedies, including a claim for losses and damages.

15. CONFIDENTIALITY AFTER TERMINATION. The confidentiality provisions of this
Agreement shall remain in full force and effect after the termination of this Agreement.

16. RETURN OF RECORDS. Upon termination of this Agreement, Consultant shall deliver all
records, notes, data, memoranda, models, and equipment of any nature that are in Consultant's
possession or under Consultant's control and that are Bare Beans's property or relate to Bare
Beans's business.

17. NOTICES. All notices required or permitted under this Agreement shall be in writing and
shall be deemed delivered when delivered in person or deposited in the United States mail,
postage prepaid, addressed as follows:

    IF for Bare Beans:

         Bare Beans
         Nicole Fellini
         12 Charles Drive
         Canton, Massachusetts 02021

    IF for Consultant:

         Nicole Fellini
         TBD, Massachusetts TBD
Such address may be changed from time to time by either party by providing written notice to
the other in the manner set forth above.

18. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and
there are no other promises or conditions in any other agreement whether oral or written. This
Agreement supersedes any prior written or oral agreements between the parties.

19. AMENDMENT. This Agreement may be modified or amended if the amendment is made in
writing and is signed by both parties.

20. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid and
enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but
that by limiting such provision it would become valid and enforceable, then such provision shall
be deemed to be written, construed, and enforced as so limited.

21. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of that party's right
to subsequently enforce and compel strict compliance with every provision of this Agreement.

22. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of

Party receiving services:
Bare Beans

    Nicole Fellini

Party providing services:

                             Schedule A: Sales Commissions

Level           Monthly         Team              Commission     Signup          Team
                Sales                             Rate           Bonus           Bonus
Consultant      0-500                             15%            $25
BB              500             3                 20%            $25             2%
BB Star         1,000           3                 25%            $25             3%

This schedule is subject to change at any time.

Monthly Sales: Includes all party sales of commissionable products only.

Signup Bonus: Receive a $25 bonus for signing up another consultant after (1) qualifying

Qualifying Party: $250 or more of commissionable products

Team Bonus: Your team (consultants and those you have signed up- minimum of three) will
earn a 3% bonus at the end of each month based on the wholesale value (sales less 25%) of
the month’s commissionable sales. This will be disbursed based on level.

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