gss_ex10-9.htm


    
       

       

      


      COOPER
GLOBAL VENTURES, LLC CONSULTING AGREEMENT

      


      THIS
AGREEMENT is made this 2nd day
of August 2007, by and between Global Smoothie Supply, Inc. a Texas Corporation
whose principal office is located at 4428 University Blvd., Dallas, Texas 75205
(hereinafter referred to as the "Company") and Cooper Global Ventures, LLC a
Texas Corporation whose principal office address is 14001 North Dallas Parkway,
Dallas, Texas 75240 (hereinafter referred to as "Consultant").

      


      WHEREAS,
Company is a manufacturer of lines of consumer food and beverage products
capable of sale in the convenience store class of trade;

      


      WHEREAS,
Consultant is in the business of representing manufacturers such as the Company
as an independent sales representative in the convenience store class of trade
within an assigned territory; and

      


      WHEREAS,
Company desires to appoint Consultant as its independent sales representative
and Consultant desires to accept such appointment on the terms and conditions
described herein below.

      


      NOW
THEREFORE, in consideration of the mutual promises and agreements herein
contained, including the recitals set forth hereinabove, Company and Consultant
mutually agree as follows:

      


      
        	
                 
      

              	
                1.

              	
                The
      Company hereby appoints Consultant as its non-exclusive independent sales
      representative to solicit orders for the sale of Company's products to
      customers and potential. customers operating within the convenience store
      class of trade and located within the territory described in Exhibit "Au
      attached hereto and incorporated herein (the "Territory") for all purposes
      and Consultant hereby accepts such
appointment.

              


      

      


      
        	
                 
      

              	
                2.

              	
                The
      Consultant agrees to actively promote the sale of the Company's products
      and the solicitation of orders to the convenience store class of trade
      customers and potential customers located within the assigned
      Territory.

              


      

      


      
        	
                 
      

              	
                3.

              	
                In
      the solicitation of orders the Consultant shall adhere to the prices,
      terms and conditions as specified in writing by the Company from time to
      time. The Company, at all limes, reserves the right to establish,
      maintain, and approve any and all lines of credit and payment terms
      extended to Customers. Therefore, Consultant assumes no liability for bad
      debts of customers solicited by
Consultant.

              


      

      


      
        	
                 
      

              	
                4.

              	
                The
      Consultant shall promptly communicate to the Company all orders that it
      solicits for the Company. The Company shall be responsible for billing all
      customers located within the Territory. The Company shall promptly provide
      Consultant with a copy of all billing invoices submitted by the Company to
      customers in the convenience store line of trade and located within the
      assigned Territory. Consultant shall have no responsibility for billing or
      collections from customers.

              


      

       

       

      
        
           


        

        
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                5.

              	
                The
      Company and Consultant agree that Consultant shall not be the exclusive
      sales representative appointed for the assigned Territory by the
      Company.

              


      

      


      
        	
                 
      

              	
                6.

              	
                As
      compensation for Consultant's services hereunder the Company agrees to pay
      a retainer fee of $6000.00
      per month for 12 months from the beginning date fifty (50)
      self-serve smoothie blenders designated by the Company are shipped to one
      or more convenience retail chains of at least 50 stores by the Company to
      customers operating within the convenience store line of trade and located
      within the assigned Territory or upon receipt by the Company of funding in
      the amount of not less than $1,600,000, whichever first occurs. As
      additional compensation for Consultant's services hereunder Company agrees
      to pay Consultant an initial performance bonus in accordance with the
      provisions of Exhibit "B" attached hereon incorporated herein by reference
      for all purposes.

              


      

      


      In
addition to the foregoing, Company agrees to reimburse Consultant's reasonable
travel and other expenses related to his efforts on behalf of the Company and
approved in writing in advance.

      


      
        	
                 
      

              	
                7.

              	
                The
      parties intend that Consultant, in performing the sales representative
      services described herein, shall act as an independent contractor. As
      such, Consultant, subject to the limitations and requirements imposed by
      this Agreement and by law, is free to exercise independent judgment and
      discretion in the conduct of its business as independent sales
      representative for the Company and is free to devote whatever time and
      resources it deems necessary to fulfill its obligations hereunder.
      Therefore, the individuals employed by the Consultant shall not be deemed
      employees of the Company and nothing contained herein shall be interpreted
      as creating a partnership or joint venture relationship between Company
      and Consultant.

              


      

      


      The
authority of the Consultant shall extend no further than as stated in this
Agreement. The Consultant hereby agrees that it will not represent itself as
having any authority to bind or contract for the Company for any purpose in
excess of that specifically stated herein. Recipient agrees that, for a period
of one year from the termination date hereof, it will not separately contact,
negotiate or attempt to negotiate with, on a direct or indirect basis, or
otherwise circumvent Company with respect to the sale of its services or
products similar to Company's to Customers, nor cause the Customers to change
contractual or commercial negotiations, proposals or commercial arrangements
which it may have with Company or which Company may have or propose to have with
Customers, including any contractual add-ons, third party assigns, renewals,
renegotiations, extensions, overages or parallel contracts, without first
obtaining Company's prior written consent.

      
        	
                 
      

              	
                8.

              


      

      


      
        	
                 
      

              	
                9.

              	
                If
      any claim or action be made or filed against Consultant, claiming loss or
      injury of any nature whatsoever, as a result of defect in any merchandise,
      purchase, or use of any product manufactured, produced or distributed by
      Company, Company will indemnify, defend and hold harmless Consultant, its
      subsidiary and affiliated corporations, and their respective directors,
      officers, employees and agents from and against any and all claims,
      liabilities, losses, damages, injuries, demands, actions, causes of
      action, suits proceeding, judgments and expenses, including, without
      limitation, reasonable attorney's fees, court costs and other legal
      expenses for damage or injury arising out of or resulting from such claim
      of defective merchandise.

              


      

       

       

      
        
           


        

        
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                10.

              	
                This
      Agreement shall be effective as of the 2nd
      day of, August, 2007 and monthly fee payments shall begin as described
      above. Thereafter this Agreement shall continue until terminated by either
      party as provided hereinafter. Either party to this Agreement shall have
      the right to terminate this Agreement as of the end of any month by
      providing the other party with written notice not less than sixty (60)
      days prior to the proposed termination date. In the event that the Company
      or Consultant provides notice of termination pursuant to this paragraph,
      the Company agrees to pay the retainer fee pro-rated as of the date of
      termination within 60 days of such
notice.

              


      

      


      
        	
                 
      

              	
                11.

              	
                The
      terms of this Consultant Agreement shall be interpreted in accordance with
      the Laws of the State of Texas.

              


      

      


      
        	
                 
      

              	
                12.

              	
                The
      Agreement constitutes the entire Agreement between the parties hereto and
      cancels and supersedes any and all prior agreements, oral or written, made
      between the parties hereto, and can only by modified by an agreement in
      writing, signed by all applicable
parties.

              


      

      


      
        	
                 
      

              	
                13.

              	
                Any
      notice or communication required or permitted hereunder shall be
      sufficient if sent by registered or certified mail, postage prepaid, or
      facsimile transmission addressed as
follows:

              


      

      


      IF TO
COMPANY

      


      David C Tiller, Chairman
& CEO

      Global Smoothie Supply,
Inc.

      4428 University Blvd.,
Dallas TX 75205

      Telephone: (214)
769-re36

      Facsimile: (214)
521-4749

       

      
 


      
        
           


        

        
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      IF TO
CONSULTANT:

      


      Kevin
Cooper

      President

      Cooper Global Ventures,
LLC

      14001 North Dallas Parkway,
Suite 1200

      Dallas, TX
75240

      Telephone: (972)
934-6510

      Facsimile: (866)
461-3050

      


      or to
such other address as shall be furnished in writing be either party to the
other, and any notice or communication shall be deemed to have been given as of
the date so mailed or transmitted.

      


      IT
WITNESS WHEREOF, the parties have executed this Agreement to be effective on the
day and year first above written.

      


      Cooper
Global Ventures, LLC

      


      By: /s/ Kevin
Cooper

      Its:
President

      


      


      Global
Smoothie Supply, Inc.

      


      By: /s/ David C.
Tiller

      Its:
Chairman & CEO

      


      


      


      


       

       

      
 

      


      



      
        
           


        

        
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      EXHIBIT
“A”

      


      ASSIGNED
TERRITORY

      


      Convenience
Store Class of Trade - United States of America, Canada

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
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