Consultancy Agreement dated September 1, 2022 - Justwise Group Ltd

EX-10.11 3 forward_ex1011.htm FORWARD AND JUSTWISE AGREEMENT

Exhibit 10.11

Forward Industries, Inc.

700 Veterans Hwy, Suite 100

Hauppauge, NY 11788

www.forwardindustries.com

TO: JUSTWISE GROUP Ltd, 6, The Shires, Shire Hill, Saffron Walden CB11 3AP. (“Consultant”)

FROM: FORWARD INDUSTRIES, Inc. (the “holding company” and its subsidiaries) (Referred to herein as “FORD”)

Date: September 1, 2022

Dear Mr Morgan:

CONSULTANCY AGREEMENT

This letter sets out the terms on which you and Justwise, as of the date above written, have been engaged jointly as a Consultant (the “Consultant”) for new product development within Forward Industries and /or its subsidiaries or associated companies and JV’s:

You will be reporting directly to James Berberian.

In consideration of your services FORD will disburse a fee of $10,000 per month excluding any pre-agreed expense. These services shall be provided as directed by Mr Berberian and as outlined in the attached appendix, subject, however, to changes which shall be agreed to in writing.

Fees and expenses will become due and payable to Consultant on the first business day of each month and shall be settled promptly within five business days thereafter.

This agreement is effective as of the date of this letter for a twelve-month period and may be extended for such period thereafter based on the mutual agreement of the parties hereto.

The agreement can be terminated by either party with three months’ written notice.

The Consultant undertakes not to engage with any company in this “sector” other than FORD during the agreement term and for a period of three months after termination. The business sector as defined herein is any and all household furniture for sale within the North America geographic region, as well as Costco worldwide.

As part of this agreement, FORD has the right to sell Koble branded products within the North America geographic region, as well as to Costco worldwide. Justwise warrants that it has the right to grant FORD permission to sell Koble products. In exchange, FORD will pay Justwise a license fee equal to 1% of FORD’s cost to acquire Koble products.

Each party agrees to keep strictly confidential and not to disclose to any person (in particular to any competitor of either party) the content of this Agreement, the arrangement set out therein, the Project, undertaken under the terms of this agreement, the identity of any introduced persons and the confidential information of the other party (including without limitation the details of the other party's business practices and contacts) except that FORD may disclose confidential information relating to the Project to the introduced persons to the extent necessary to provide its services in relation to the Project. This obligation of confidentiality shall not apply to any information which a party is required to disclose by any applicable law or any regulatory authority to which that party is subject.

The intellectual property (IP) associated with this arrangement may fall into the following categories.

Justwise developed IP; of which FORD may sell into North America and Costco worldwide.

Mutually developed IP; of which FORD may sell into North America and Costco worldwide, and Justwise may sell into the rest of the world.

FORD developed IP; of which FORD may sell globally and to which Justwise has no rights under this agreement.

10.

The Consultant agrees to indemnify and hold FORD harmless against all reasonable actions, claims, costs, liabilities, and issues which may be made against it or which it may suffer or incur because of, or which relate to or arise directly from any breach by the Consultant of the terms in this Agreement. The Consultant’s liability shall be limited to the value of the total fees to which it is entitled under this Agreement (and any extension thereof).

11.

Each of the parties will bear their own costs in relation to the negotiation, execution, and performance of this Agreement.

12.

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties or, save as otherwise expressly set out in this agreement, to authorise either party to act as agent for the other and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including but not limited to) the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power and neither party shall hold itself out as or represent itself as an agent of the other.

13.

The parties agree that this Agreement does not confer any rights or benefits enforceable by any person not party to it within the meaning of the Contracts (Rights of Third Parties) Act 1999.

14.

This Agreement shall be governed by English law and the parties submit to the jurisdiction of the English Courts.

If you agree to the above terms and conditions, please acknowledge your acceptance by signing and returning the enclosed copy of this letter.

Yours sincerely

………………….........................

Chief Financial Officer

for and on behalf of FORWARD INDUSTRIES, Inc.

700 Veterans Memorial Hwy, Suite 100, Hauppauge, NY 11788

I accept the above terms and conditions.

………………….........................

Howard Morgan (Mr)

for and on behalf of Justwise Group Ltd.,

6, The Shires, Shire Hill, Saffron Walden CB11 3AP

Dated 2022

Appendix: Justwise Statement of Work

Brands:

· Koble

· Highmore

· Any other launched by Forward

Market Trend Analysis:

· Analyze and Recommend future Trends

	o	In furniture and home décor design
	o	Trends in Style
	o	Trends in material (Fabrics)
	o	Trends in Color
	o	Trends in texture
	o	Trends in integrated technology
	o	Supported by data, Mood boards and examples

Product Roadmap:

· Same chart as the original agreement summarized below:

	o	Stage 1 – Ideation
	o	Stage 2 – Trend Analysis
	o	Stage 3 – Briefing
	o	Stage 4 – Sampling
	o	Stage 5 – Marketing Support
	o	Stage 6 – Post Selection Support

· Customer Specific Roadmaps: Forward to provide direction by account.

	o	Costco
	o	Wayfair
	o	Best Buy
	o	Apple
	o	Staples / Office Depot

· Product Specific Projects:

	o	Turnkey Inspired Desks
	o	Love Sack Inspired Couches
	o	Secret Labs Inspired Gaming Desk
	o	Quick Charge Integration? (Magsafe / USB / USC)
	o	Smart Desk (Apple inspired design)

Product Development:

· Develop engineered drawings to be delivered to the factory for development

· Develop Spec pack to be delivered to the factory

· Work with FIC and Factories to develop “golden” sample

· Work with FIC and Factories to develop packaging

· Tooling analysis. Funding of tooling to be agreed upon in advance by all parties on the project.

· Coordinate compliance with Andy Ball

· Share compliance cost where there is overlap with Justwise and Forward

· Work with Andy Ball to ensure there is compliance

Marketing Support:

· Photography and videography – Based on customer requests and requirements

· Access to original files in the format needed by customer.

· Descriptions and Ad copy for online setups, packaging development and production

· Power-point presentation slides for each product developed, for each category, trends, and for over all sales function.

· Share Koble social media data to help guide US strategy.

Customer Involvement:

· Participate in customer sales meetings in person on an as needed basis (subject to agreed budget for flights / accommodation)

· Participate in customer sales call via Zoom on an as needed basis

· Analyze US Customer web sites to develop market data on best sellers and trends through analyzing reviews and number of reviews.

· Identify opportunities

Furniture Channel in the US:

· Assist in developing strategy to break into the furniture channel in the North America

· Furniture store analysis (through website analysis)

· Recommended product roadmap for this channel.

Teamwork:

· Meet with Justwise quarterly for strategy and review

· Justwise to Travel to US on and as needed basis (subject to agreed travel budget)

· Weekly Zoom with both teams