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Imagenetix - Spokesperson Agreement
SPOKESPERSON AGREEMENT
This Spokesperson Agreement (Agreement) is effective as of April 16, 2001 between Imagenetix, Inc. (Imagenetix or the Company), a California Corporation with its principal place of business at 16935 W. Bernardo Drive, Suite 101, San Diego, California, and Tony Gwynn and Alicia Gwynn (Spokespersons).
Recitals
WHEREAS, Imagenetix is a leader in the nutritional products industry and the supplier of Cetyl Myristoleate Complex (the product), a powerful product designed by Imagenetix which as been proven to prevent and reduce pain due to arthritis, including osteoarthritis, rheumatoid arthritis, and tendonitis;
WHEREAS, Spokesperson Tony Gwynn is a professional major league baseball player for the San Diego Padres baseball team, and Alicia Gwynn is a San Diego businessperson devoted to health and fitness, and whereas both Spokespersons have personally used Cetyl Myristoleate Complex and found it to be an effective and beneficial product;
THEREFORE, in consideration of the mutual covenants contained in this Agreement, Imagenetix and Spokespersons agree as follows:
ARTICLE 1. TERM OF CONTRACT
1.01 This Agreement will become effective on the date stated above, and will continue in effect for a period of two (2) years, ending on April 15, 2003 unless terminated sooner as provided for herein.
ARTICLE 2. SERVICES TO BE PERFORMED BY
SPOKESPERSONS
Marketing Efforts
2.01 Each of the Spokespersons will actively promote the product and, in specific terms, make the following marketing efforts per year (but not necessarily together) on behalf of the product during the term of this Agreement:
a. 2 personal appearances;
b. 1 video;
c. 1 television and/or radio spot or commercial;
d. 2 print ads.
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2.02 Spokespersons will be afforded full sign-off authority on all statements and advertisements using Spokespersons name, likeness and/or persona in the marketing of Imagenetix products.
2.03 A Mass Market Distributor is intended to be part of the marketing and sales efforts.
Spokespersons Responsibilities
2.04 Consultants will work with William Spencer, President of Imagenetix, or such other representative who may be appointed by Mr. Spencer, with respect to specific appearances and marketing efforts as set forth above.
Status of Spokespersons
2.05 Spokespersons enter into this Agreement, and will remain throughout the term of the Agreement, as independent contractors. Spokespersons agree they are not entitled to the rights or benefits afforded to Imagenetixs employees, including disability or unemployment insurance, workers compensation, sick leave, or any other employment benefit unless otherwise specified herein. Spokespersons agree that all Company products are the property of, and 100% owned by, the Company, and Spokespersons shall have no right, title, or interest in any of the aforementioned, notwithstanding any contribution made by Spokespersons in marketing the same.
Payment of Income Taxes
2.06 Spokespersons are responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by Imagenetix to Spokespersons for marketing efforts under this Agreement.
ARTICLE 3. COMPENSATION
3.01 As compensation for their combined services contemplated herein, Spokespersons shall be compensated as follows:
a. A total of$ 100,000 per year to Tony and Alicia Gwynn, or their
designated assignee, payable as follows:
1. $28,000 to be paid upon the execution of all parties to this
Agreement;
2. $6,000 per month, beginning on June 1, 2001, with the final
payment due on or before April 15, 2002;
3. A similar payment scheduled will be implemented for the second
year.
b. A total of 100,000 Imagenetix stock options at market value to be
issued to Tony and Alicia Gwynn, or their designated assignees, which
options will be issued as soon as possible and may be exercised as
follows, provided however, that all issuances of options and the
exercise thereof be fully compatible with all federal and state
securities laws and regulations:
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1. 50,000 options exercisable one year from the date of issuance;
2. 50,000 options exercisable two years from the date of issuance.
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