CONSULTANT SERVICE AGREEMENT

 

THIS CONSULTANT SERVICE AGREEMENT (the "Agreement") is deemed made, entered into and effective this 2ndday of June, 2010 (the "Effective Date"):

 

Between:KURRANT MOBILE CATERING, INC., Inc., a Colorado Corporation, with its principle business address at 194 Hermosa Circle, Durango, Colorado, 81301;

 

(the "Company").

 

And: Michele Thibault, a Canadian business woman having its principal place of business 5310, 15e avenue, bureau 303, Montreal, QC, H1X 3G2.

 

(the "Consultant").

 

 

A.  The Company is a reporting company incorporated under the laws of the State of Colorado, U.S.A., and has its common shares listed for trading on the

NASDAQ Over-The-Counter Bulletin Board;

 

B.  The Company is involved in the principal business of editing and book publishing (collectively, the "Business");

 

C.   The Consultant is a professional within the field of film and TV script development and desires to provide professional consulting services to the Company;

 

D.   The Company desires to retain the services of the Consultant and the Consultant desires to accept such mandate, in order to provide such related services to the company (collectively, the "General Services");

 

E.     It is the intention of the Company and the Consultant (at times referred to herein as "Parties") hereby to memoralize all such agreements and understandings between them relating to the terms and conditions of the General Services and, correspondingly, it is their further intention that the terms and conditions of this agreement (the "Agreement") will replace, in their entirety, all such prior discussions, negotiations, understandings and agreements with respect to the General Services;

H.    This Agreement when duly signed and accepted by the Consultant; will define the duties, responsibilities and obligations of the Consultant; set fourth and provide the consideration, expense allowances and any other consideration offered or provided to the Consultant hereunder; and as offered by the Company  to other independent contractors providing professional services and consulting services to the Company.

 

NOW THEREFORE, in consideration of the recited ongoing relationship of the Parties and the promises, covenants, assurances, agreements and financial compensation provided by and between the Parties all of which is mutually acknowledged as good and sufficient consideration, by and between the Parties hereto, and the Company and the Consultant hereby promise, covenant and agree as follows:

 

 

1.1  The company shall pay to the Consultant One million five hundred thousand common shares to be issued in accordance with rule 144 of the Law, such shares being valued at .001 as per the Company's board resolution attached herewith;.

 

1.2  N/A;

 

1.3  The compensation provided for herein will be inclusive of any remuneration otherwise payable to the Consultant may be for serving the Company or any subsidiary of the company at the request of Company during the currency of this Agreement.

 

2.    Expenses

 

2.1  The Company shall reimburse the Consultant the full amount for all expenses reasonably incurred by the Consultant in the proper performance to the General Services, where such expenses are pre-approved under this Agreement, pre-approved by the Company's Board of Directors (the " Board") or the controller of the company at any specified rate  or amount, or upon the Consultant providing such receipts or other evidence as the Company may reasonably require.

 

 

3.1  Any Party can terminate this Agreement upon thirty (30) days written notice (herein called " Notice of Termination") to the other Parties. If the Company terminates the Agreement prior to the Termination Date for any reason other then the Consultant's gross negligence, all shares issued.

 

3.2  N/A

 

3.3  N/A

 

3.4  All expenses and other reimbursable cost payable to the Consultant hereunder are payable to the date of effective Notice of Termination as provided hereunder.

 

 

4.1  Unless otherwise agreed to in writing by the Parties, this Agreement will commence on the Effective Date and continue on for a Three months period at which date it shall terminate (herein called the "Termination Date").  The Agreement may be renewed thereafter upon the mutual consent of the Parties.

 

 

 

5.1  During the continuance of this Agreement the Consultant also agrees to provide the services as more fully described in Schedule A attached herewith and such related services, as the Board may, from time to time, reasonably assign to the Consultant and as may be necessary for the ongoing maintenance and development of the Company's various Business interests during the continuance of this Agreement (herein collectively described as the " General Services"). Any extraordinary mandate shall be the object of an agreement between the parties for additional compensation.

 

5.3  N/A

 

5.4  The Consultant will perform the said General Services faithfully, diligentlly, to the best of the Consultant's capabilities with the resources at its disposal and in the best interests of the Company.

 

5.5   N/A;

 

5.6  In any event the Consultant will not engage in any activity which is in a conflict of interests wiht its engagement under this Agreement or contrary ot the best interests of the Company. In that regard, the Consultant and the company shall regularly consult and make necessary and appropriate records availabel to one another to assure them, and each of them, that no potential or actual conflict of interest arises in the performance of the responsibilities hereunder by the Consultant.

 

 

6.1  Subject to the provisions of Section 5.6 hereof to prevent conflicts of  interest, the consultant hereby covenants, promises and agrees that he will be provided with confidential, proprietary and valuable information by the Company about its clients, properties, prospects and financial circumstances from time to time during the currency of this Agreement, in order to permit the Consultant to properly, effectively and efficiently carry out its tasks, duties and activities hereunder. However, by providing such disclosure of Confidential Information to the Consultant, the Company relies on the Consultant to hold such information as confidential and only disclose the same to those parties, whether directors, officers, employees, agents representatives or clients and contacts of the Consultant " who need to know", in order that the Consultant can carry out the objects of this Agreement as provided for herein and as communicated as between the Company and the Consultant during the currency of this agreement. Due to the natrue of the relationship of the Consultant ot the Company no more precise limitations can be placed on the Consultant's use and disclosure of Confidential Information received trom the Company pursuant hereto than as described herein.

 

 

 

6.2  The general nature of the Agreement between the Parties is that the Consultant (also called the "Independent Contractor") acting as an independent contractor and consultant to the Company, whereby the Independent Contractor will act on the Company's behalf in the promotion of the Company's interest and by way of introductions, consulting to and advising of the Company on matters related to Business. The result of these terms and conditions of disclosure of Condidential Information to the Independent Contractor by the Compnay is that the Independent Contractor will:

 

(a)   Only disclose such Confidential Information on a "need to know" basis, but it will be up to the Independent Contractor's reasonable discretion in action on behalf of and in the best interests of the Company ot determine what group or groups " need to know" about such information pursuant to the nature and scope of this Agreement;

 

(b)  The disclosure of Confidential Information from the Company to Independent Contractor further to the intents and purposes of this Agreement will prohibit the Independent Contractor from directly or indirectly using the Confidential Information in a manner that is in conflict with or contrary to the best interests of the Company, except with the Company's written consent;

 

(c)  The Independent Contractor will not use Confidential Information  in a manner that in the view of the Company would constitute a direct or indirect use for a purpose which is in competition with the best interests of the Company or would be  a circumvention of the Company's right or interest in a particular Business opportunity.

 

(d)  The meaning of Confidential Information (herein called "Confidential Information") will include any information disclosed by the Company that is declared by the Company either verbally or in writing, depending on the means of communication of such confidential Information by the Company to the Independent Contractor.

 

(e)   The restrictions on disclosure of Confidential Material do not apply to any of the following circumstances;

 

(i)    Information forming part of the public domain, which because such through no disclosure of breach of this Agreement on the Independent Contractor's behalf;

 

(ii)   Information which the Independent Contractor can independently  prove was received from a Third Party, which was legally entitled to disclose such information;

 

(iii)  Information which the Independent Contractor is legally obligated to disclose in compliance with any applicable law, statute, regulation, order, ruling or directive of an official, tribunal or agency which is binding on the Consultant, provided that the Independent Contractor must also provide the Company with notice of such disclosure at or before releasing or disclosing the Confidential Infromation to such official, tribunal or agency so that the Company is afforded an opportunity to file a written objection to such disclosure with such official, tribunal or agency.

 

 

6.3  The Independent Contractor understands, acknowledges and agrees that the convenants to keep the Confidential Information confidential and not disclose it to Third Parties, except in conformity with this Agreement, is necessary to protect the proprietary interests of Company in such Confidential Information and a breach of these covenants would cause significant loss to the Company in regard to its competitive advantage, market opportunities and financial investment associated with protection of its Confidential Information.

 

6.4  The independent Contractor further understands, acknowledges and  agrees that a breach of these covenants of confidentiality, non-disclosure, non-competition and non-circumvention under this Section 6 (in combination the "Covenants of Confidentiality, Non-Circumvention and Non Disclosure"), will likely cause such irreparable harm to the Company that damages alone would be an inadcqate remedy and the Independent Contractor consent and agree such equitable remedies including injunctive relief against any further breach which are reasonably justified in addition  to any claim for damages based on a breach of these Covenants of Confidentiality, Non-Circumvention and Non Disclosure.

 

6.5  The Parties mutually acknowledge, confirm and agree that the Covenants of Confidentiality, Non-Circumvention and Non-Disclosure will survive Termination of this Agreement and will continue to bind the Independent Contractor to protect the Company's interest in such Confidential Infromation disclosed pursuant hereto.

 

7.    Change of Control.

 

7.1   N/A;