EXHIBIT 1
CONSULTING AGREEMENT
This Consulting Agreement ("Consulting Agreement") is made and entered into as
of July 1, 2010 ("Effective Date"), by and between Nature's Sunshine
Products, Inc. ("Company"), and Douglas Faggioli ("Consultant") (together, the
"Parties").
Company desires to retain Consultant as an independent contractor
to perform consulting services for Company and Consultant is willing to perform
such services, on terms set forth more fully below.
In consideration of the
mutual promises contained herein, the parties agree as follows:
1.
SERVICES AND COMPENSATION
SERVICES.
CONSULTANT SHALL PERFORM FOR THE COMPANY THE SERVICES MUTUALLY AGREED
TO BETWEEN THE PARTIES AS AND WHEN REASONABLY REQUESTED BY THE COMPANY'S NEW CEO
("SERVICES").
FEES.
THE COMPANY SHALL PAY CONSULTANT AT THE RATE OF $466,818.18 PER YEAR ON A
PRO RATA MONTHLY BASIS.
COMPANY WILL FURTHER PAY FOR CONSULTANT'S REASONABLE
TRAVEL AND OTHER TRAVEL-RELATED EXPENSES INCURRED IN CONNECTION WITH
CONSULTANT'S PERFORMANCE OF THE SERVICES.
2.
CONFIDENTIALITY
DEFINITION.
"CONFIDENTIAL INFORMATION" MEANS ANY COMPANY PROPRIETARY
INFORMATION, TECHNICAL DATA, TRADE SECRETS OR KNOW-HOW, INCLUDING, BUT NOT
LIMITED TO, RESEARCH, PRODUCT PLANS, PRODUCTS, SERVICES, CUSTOMERS, CUSTOMER
LISTS, MARKETS, SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS,
TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION INFORMATION,
MARKETING, FINANCES OR OTHER BUSINESS INFORMATION DISCLOSED BY COMPANY EITHER
DIRECTLY OR INDIRECTLY IN WRITING, ORALLY OR BY DRAWINGS OR INSPECTION OF PARTS
OR EQUIPMENT.
NON-USE AND NON-DISCLOSURE.
CONSULTANT SHALL NOT, DURING OR SUBSEQUENT TO THE
TERM OF THIS CONSULTING AGREEMENT, USE COMPANY'S CONFIDENTIAL INFORMATION FOR
ANY PURPOSE WHATSOEVER OTHER THAN THE PERFORMANCE OF THE SERVICES ON BEHALF OF
COMPANY OR DISCLOSE COMPANY'S CONFIDENTIAL INFORMATION TO ANY THIRD PARTY.
IT
IS UNDERSTOOD THAT SAID CONFIDENTIAL INFORMATION WILL REMAIN THE SOLE PROPERTY
OF COMPANY.
CONSULTANT FURTHER SHALL TAKE ALL REASONABLE PRECAUTIONS TO PREVENT
ANY UNAUTHORIZED DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION.
THIRD PARTY CONFIDENTIAL INFORMATION.
CONSULTANT RECOGNIZES THAT COMPANY HAS
RECEIVED AND IN THE FUTURE WILL RECEIVE FROM THIRD PARTIES THEIR CONFIDENTIAL OR
PROPRIETARY INFORMATION SUBJECT TO A DUTY ON COMPANY'S PART TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED
PURPOSES.
CONSULTANT AGREES THAT CONSULTANT OWES COMPANY AND SUCH THIRD
PARTIES, DURING THE TERM OF THIS CONSULTING AGREEMENT AND THEREAFTER, A DUTY TO
HOLD ALL SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION IN THE STRICTEST
CONFIDENCE AND NOT TO DISCLOSE IT TO ANY PERSON, FIRM OR CORPORATION OR TO USE
IT EXCEPT AS NECESSARY IN CARRYING OUT THE SERVICES FOR COMPANY CONSISTENT WITH
COMPANY'S AGREEMENT WITH SUCH THIRD PARTY.
RETURN OF MATERIALS.
UPON THE TERMINATION OF THIS CONSULTING AGREEMENT, OR UPON
COMPANY'S EARLIER REQUEST, CONSULTANT SHALL DELIVER TO COMPANY ALL OF COMPANY'S
PROPERTY OR CONFIDENTIAL INFORMATION THAT CONSULTANT MAY HAVE IN CONSULTANT'S
POSSESSION OR CONTROL.
3.
OWNERSHIP
ASSIGNMENT.
CONSULTANT AGREES THAT ALL COPYRIGHTABLE MATERIAL, NOTES, RECORDS,
DRAWINGS, DESIGNS, INVENTIONS, IMPROVEMENTS, DEVELOPMENTS, DISCOVERIES AND TRADE
SECRETS CONCEIVED, MADE OR DISCOVERED BY CONSULTANT, SOLELY OR IN COLLABORATION
WITH OTHERS, DURING THE TERM OF THIS CONSULTING AGREEMENT WHICH RELATE IN ANY
MANNER TO THE BUSINESS OF COMPANY THAT CONSULTANT MAY BE DIRECTED TO UNDERTAKE,
INVESTIGATE OR EXPERIMENT WITH,