Consulting agreement

THIS CONSULTING AGREEMENT (the “Agreement”) by and between  (“Client”) and Shalom Bennett , an individual (“Consultant”) is effective as of 2023 (the “Effective Date”). 

RECITALS

WHEREAS the parties desire for the Client to engage Consultant to perform the services described herein and for Consultant to provide such services on the terms and conditions described herein; and 

WHEREAS, the parties desire to use Consultant’s independent skill and expertise pursuant to this Agreement as an independent contractor; 

NOW THEREFORE, in consideration of the promises and mutual agreements contained herein, the parties hereto, intending to be legally bound, agree as follows: 

1. Engagement of Services. Consultant agrees to provide consulting services to include performing various services and creating deliverables related to such services for the Client and its Affiliates, such Affiliates to include the following entities: Clients Connection  now knows as (Affiliates”). These services and deliverables (collectively, the “Services”) shall include the following: (a) providing accounting services and the support necessary to complete the financial reporting responsibilities of the business of the Client and its Affiliates and related services, including the following (i) consulting with the Client’s and its Affiliate’s General Manager, Food and Beverage Manager, Front of the house Managers and chefs at the officers of the Client and its Affiliates, and the Client and its Affiliate’s staff, as required to perform the services and provide the deliverables, (ii) being responsible for overseeing all aspects of the Client’s financial results, in particular, Food and Beverage waist  and bottom line P & L  statements and the required preparation work for food safety audits and other such food safety obligations of the Client and its Affiliates (iii) and generally, serving as the acting Chief Financial Officer of the group of resty consisting of the Client and its Affiliates; and (b) other services upon request of the Chief Executive Officer of the Client (the “Executive”). Consultant shall provide deliverables under this Section to the Executive or such other person designated by the Executive. 

2. Duty of Care and Covenants. Consultant agrees to exercise the highest degree of professionalism and utilize his/her expertise and creative talents in performing the Services. Consultant agrees to make him/herself available to perform such consulting Services throughout the Consulting Period, which shall include a minimum of 20 business days per month throughout the Consulting Period, and to be reasonably available to meet with the Client at its offices or otherwise. In connection with the provision of the Services, the Consultant acknowledges, covenants and agrees the following: 

2.1    The Services shall be provided for such hours and at such places as are necessary for the proper performance of the Services and the Consultant shall travel to such places (whether in or outside the United States) and in such manner and on such occasion as the Client may from time to time reasonably require in connection with the provision of the Services. 

Compensation and Payment Terms.

3.1    In consideration for the Services rendered pursuant to this Agreement and for the assignment of certain of Consultant’s right, title and interest pursuant hereto, Client will pay Consultant a consulting fee of $175.00 USD per hour for Services rendered during the Consulting Period (“Hourly Fees”). 

3.2    Subject to the limits of this Section 3.2, the Client shall reimburse Consultant for all reasonable and necessary expenses incurred by Consultant in providing the Services under this Agreement (“Expenses”), provided that all such Expenses are billed at cost, and the Consultant has submitted related receipts and documentation with the relevant request for reimbursement (“Expense Report”). Any Expense in excess of US$ 5,000 shall require the prior approval of the Client. For the avoidance of doubt, Client will not reimburse for Consultant’s supplies, equipment, and operating costs, except as required for the Services and for the following types of expenses: meals and entertainment; travel; subsistence; mobile phone usage, airport parking, professional expenses, and other similar expenses associated with providing the Services. 

STRICTLY CONFIDENTIAL 

13.2    Data Protection. 

(a)    For the purposes of this Agreement: (i) “Data Protection Legislation” means unless and until the GDPR is no longer directly applicable in the USA, the General Data Protection Regulation/GDPR ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the USA and then any successor legislation to the GDPR or the Data Protection Act 2018; “Data Subject” has the meaning set out in the Data Protection Legislation; and “Personal Data” has the meaning set out in the Data Protection Legislation. 

(b)    Where the Consultant is acting as Client’s or its Affiliates data processor for the purposes of the Data Protection Legislation, the Consultant (and Client) shall comply with the provisions of Exhibit A. 

(c)    The Consultant shall comply with all other data protection legislation in any Applicable Law. 

Term and Termination. 

14.1 Term. The term of this Agreement and the “Consulting Period” is for twelve (12) months from the Effective Date set forth above, and shall automatically renew at the end of the Consulting Period for an additional 12 month Consulting Period, unless (a) terminated with ninety (90) days’ notice prior to the end of the second Consulting Period or (b) unless earlier terminated as provided in this Agreement (i.e., Without Cause Termination or For Cause Termination). 

14.2 Termination. Either party may terminate this Agreement for any reason, or no reason, upon ninety (90) days’ advance written notice (“Without Cause Termination). The Client may terminate this Agreement before its expiration immediately if the Consultant Materially Breaches the Agreement (“For Cause Termination”). The parties agree that a “Material Breach” by Consultant shall occur if she: (i) fails to abide by any recognized professional standard, including any ethical standard; (ii) fails to provide services as reasonably requested by the Executive; (iii) secures other full-time employment that prohibits his/her ability to provide services to the Client; (iv) breaches any other material obligations of this Agreement, or (v) violates the Applicable Law. 

14.3 Effect of Termination. Upon any termination or expiration of this Agreement, Consultant (i) shall immediately discontinue all use of Client’s Confidential Information delivered under this Agreement; (ii) shall delete any such Client Confidential Information from Consultant’s computer storage or any other media, including, but not limited to, online and off-line libraries; and (iii) shall return to Client, or, at Client’s option, destroy, all copies of such Confidential Information then in Consultant’s possession. In the event the Client terminates this Agreement, or if Consultant terminates this Agreement, Consultant will not receive any additional consulting fees or other compensation as of the date of termination. 

14.4 Survival. The rights and obligations contained in Sections 4-6, 8-9, 13, 14.3, 14.4, and 15-23 will survive any termination or expiration of this Agreement. 

15. Indemnification. Client shall indemnify and hold harmless the Consultant for any claims brought or liabilities imposed against the Consultant by Client or by any other party (including private parties, governmental bodies and courts), including claims related to worker’s compensation, wage and hour laws, employment taxes, and benefits, and whether relating to Consultant’s status as an independent contractor, or any other matters involving the acts or omissions of Consultant. Indemnification shall be for any and all losses and damages, including costs and attorneys’ fees. 

16. Successors and Assigns. Consultant may not subcontract or otherwise delegate his/her obligations under this Agreement without Client’s prior written consent. Client may assign this Agreement. Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and will be binding on Consultant’s subcontractors or delegatees.

17. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by overnight courier upon written verification of receipt; or (ii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission. Notice shall be sent to the addresses set forth below or such other address as either party may specify in writing.

Arbitration. 

19.1 Procedure. Any and all disputes or controversies arising out of or relating to this Agreement and Consultant’s performance of the Services shall be exclusively and finally resolved by binding confidential arbitration by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or its successor, under the then applicable JAMS rules, in the Boston, Massachusetts metropolitan area. Any award made shall be final, binding and conclusive on the parties for all purposes, and judgment upon the award rendered may be entered in any court having jurisdiction thereof. The parties each further agree that the arbitration provisions of this Agreement shall provide each party with its exclusive remedy, and each party expressly waives any right it might have to seek redress in any other forum, except as otherwise expressly provided in this Agreement. By election arbitration as the means for final settlement of all claims, the parties hereby waive their respective rights to, and agree not to, sue each other in any action in a Federal, State or local court with respect to such claims, but may seek to enforce in court an arbitration award rendered pursuant to this Agreement. The parties specifically agree to waive their respective rights to a trial by jury, and further agree that no demand, request or motion will be made for trial by jury. 

19.2 Appointment of Arbitrators, Rules. The arbitration shall be conducted by an arbitrator reasonably knowledgeable about the pharmaceutical, biotechnology or technology industries, with at least ten (10) years’ experience as a qualified lawyer and a partner in an international law firm (collectively, the “Qualifications”), and acceptable to the parties. If the parties cannot agree on a single arbitrator within 30 days after a demand for arbitration has been made, Client shall appoint an arbitrator with the Qualifications, Consultant shall appoint an arbitrator with the Qualifications , the two arbitrators shall appoint a third arbitrator with the Qualifications, and the three arbitrators shall hear and decide the issue in controversy. If either party fails to appoint an arbitrator or the arbitrators fail to appoint a third arbitrator within 45 days after service of the demand for arbitration, then JAMS shall appoint an arbitrator for a party who has not appointed an arbitrator and JAMS shall appoint the third arbitrator, in each case with the Qualifications, and the three arbitrators so appointed shall arbitrate any controversy in accordance with this Section 19. Except as to the selection of arbitrators, the arbitration proceedings shall be conducted promptly and in accordance with the JAMS rules then in effect. 

Data Protection 

1.    All parties to the Agreement will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation. The Consultant shall process any Personal Data in accordance with the Data Protection Legislation 

2.    The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the data controller and the Consultant is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation). Annex 1 sets out the scope, nature and purpose of processing by the Consultant, the duration of the processing and the types of Personal Data and categories of Data Subject. 

3.    Without prejudice to the generality of clause 1, Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Consultant for the duration and purposes of this agreement, if any such Personal Data is to be transferred.

4.    Without prejudice to the generality of clause 1, the Consultant shall, in relation to any Personal Data processed in connection with the performance by the Consultant of its obligations under this agreement: 

a.    process that Personal Data only on the written instructions of Client unless the Consultant is required by the laws of any member of the USA or by the laws of the USA  applicable to the Consultant to process Personal Data. Where the Consultant is relying on laws of a member of the USA or USA law as the basis for processing Personal Data, the Consultant shall promptly notify the Client of this before performing the processing required by the applicable laws unless those applicable laws prohibit the Consultant from so notifying the Client; 

b.    ensure that it has in place appropriate technical and organisational measures, reviewed and approved by Client, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);