Preview
Case Number: CACE-19-022558 Division: 12
Filing # 98142465 E-Filed 10/30/2019 05:32:50 PM
IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
CASE NO.
JOSHUA PARDUE, etc., Plaintiff,
v.
CATERED FIT CORP, et al., Defendants.
COMPLAINT
EXHIBIT B
*** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/30/2019 05:32:48 PM.****CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into by
and between CATERED FIT CORP, a Florida corporation (hereinafter called the “Company”),
and PARDUE ADVISORY, LLC, a Florida limited liability company (hereinafter called the
“Contractor”), and JOSHUA PARDUE (“J. Pardue”) to be effective as of the 1“ day of August,
2016 (the “Effective Date”).
WITNESSETH:
WHEREAS, the Company is engaged in the business of preparing gourmet meals that
are cooked fresh & delivered daily to its customers (the “Business”);
WHEREAS, the Contractor has special knowledge and expertise regarding acquisitions,
financing and management that the Company believes can assist the Company with expansion of
the Business; and
WHEREAS, the Company desires to engage the Contractor, and the Contractor desires,
to perform consultation and other services for the Business, in accordance with the terms hereof;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by each party, it is hereby agreed by and between the parties as follows:
1. Agreement to Render Services. The Company hereby appoints the Contractor to,
and the Contractor hereby accepts, the position of independent contractor for the Company to
perform services on behalf of the Company related to acquisitions, financing and management as
well as other tasks assigned to Contractor by the CEO relating to the Business (collectively, the
“Services”). From the Effective Date through December 31, 2020 (the “Conclusion Date”),
Contractor shall perform the Services for the Company.
2. Compensation. Commencing on August 1, 2016, as consideration for the
Services provided to the Company by Contractor, the Company shall pay to the Contractor, on a
bi-weekly basis, an amount equal to the monthly salary paid to the Company’s CEO; provided,
however, that if the CEO’s annualized salary exceeds $300,000 (i.e., $25,000 per month), then
Contractor’s monthly compensation amount under this Section 2 shall be $25,000, plus 80% of
the amount by which the CEO’s monthly salary exceeds $25,000.
3. Term of Agreement. The commencement date of the term of this Agreement shall
be the Effective Date first set forth above, and it shall continue in effect until the Conclusion
Date, unless earlier terminated as provided herein.
4. Independent Contractor Status. It is understood and agreed that the Services of
the Contractor hereunder will be rendered as an independent contractor and not as an employee.
In this regard, the Contractor and the Contractor’s employees, including J. Pardue, shall not be
deemed to be employed by the Company for purposes of any tax or contribution levied by the
Federal Social Security Act or any corresponding state law with respect to employment or
compensation for employment. The Contractor shall have complete control over the
4837-4605-7270.4Contractor’s method of providing Services, subject to the professional standards established by
the Company and the terms of this Agreement, and may employ others as employees or
contractors to assist the Contractor in providing the Services hereunder. The Company will not
exercise direct or implied authority over the Contractor and the Contractor’s employees in the
Contractor’s work nor shall it have supervisory power over the procedures employed by the
Contractor, other than to assure the Contractor’s adherence to the normal high professional
standards of the Company and the terms of this Agreement. In the event a determination is made
that the Contractor or any of Contractor’s employee (including, without limitation, J. Pardue)
falls within the category of an employee rather than an independent contractor, then the
Contractor and J. Pardue will, jointly and severally, be solely responsible for payment of all
taxes, costs or charges resulting from such determination, including but not limited to additional
income, payroll and/or self-employment taxes, penalties and interest, and Contractor and
J. Pardue hereby agree, jointly and severally, to indemnify and hold the Company harmless from
any such taxes, costs or charges.
5. Duties of the Contractor. The Contractor shall use best efforts during the term
hereof to provide the Services for the Company, as provided above. None of the Contractor’s
employees will be required to use their full time for providing the Services hereunder and the
Contractor and its employees may seek other means of employment during the term hereof,
provided that such employment does not violate the terms of any other agreement with the
Company and is not otherwise competitive with the Business. The Contractor shall be
responsible for any expenses incurred by Contractor in the performance of Contractor’s duties
hereunder.
6. Termination. This Agreement shall automatically terminate upon the death of
J. Pardue. The Company may terminate this Agreement prior to the Conclusion Date in the
event of Cause. As used in this Agreement, “Cause” shall mean any of the following:
(a) | Unreasonable and/or abusive use of alcohol or other intoxicating
beverages and/or habitual and/or abusive and/or dependent use of narcotic or other addictive
substances, including but not limited to, amphetamines, barbiturates, LSD, etc., so as to render
Contractor (or any of Contractor’s employees, principals or agents, including J. Pardue) unfit to
perform the Services intended hereunder, as determined in the reasonable discretion of the
Company;
(b) Conduct by Contractor (or any of Contractor’s employees, principals or
agents, including J. Pardue) that is disloyal to the Company, as determined in the reasonable
discretion of the Company;
(c) Conviction of any crime of moral turpitude, or the engaging by Contractor
(or any of Contractor’s employees, principals or agents, including J. Pardue) in illegal or
criminal affairs;
(d) If Contractor or J. Pardue violates any provision of this Agreement, is
given written notice thereof, and such violation is not corrected to the reasonable satisfaction of
the Company within five (5) days after the delivery of such notice to Contractor.
4837-4605-7270.47. Entire Agreement. This Agreement contains the entire agreement between the
parties with respect to the subject matter hereof, and all representations, promises and prior or
contemporaneous understandings relating to the matters addressed herein are merged into and
expressed in this Agreement.
8. Invalid Provision; Severability. The invalidity or unenforceability of a particular
provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall
be construed in all respects as if such invalid or unenforceable provisions were omitted. The
provisions of this Agreement are severable and the invalidity of any one or more of such
provisions or any part thereof does not affect or limit the enforceability of the remaining
provisions or parts thereof of this Agreement.
9. Modification; Headings. No change, amendment, supplement or modification of
this Agreement shall be valid unless the same be in writing and signed by the parties hereto. The
section headings in this Agreement are solely for convenience of reference and shall not affect
the interpretation or construction of the terms and provisions hereof.
10. Applicable Law and Binding Effect; No Waiver. This Agreement shall be
construed and regulated under and by the laws of the State of Florida, and shall inure to the
benefit of and be binding upon the parties hereto and their respective heirs, personal
representatives, successors and permitted assigns. The Company may freely assign its rights and
obligations under this Agreement. The Contractor may assign its rights and obligations
hereunder, after first having obtained the written consent of the Company. No failure on the part
of either party hereto at any time to require the performance by the other party of any term of this
Agreement shall be taken or held to be a waiver of such term or in any way affect such party’s
tight to enforce such term, and no waiver on the part of either party of any term of this
Agreement shall be taken or held to be a waiver of any other term hereof or the breach thereof.
11. | Venue; Court Proceedings. The Contractor and the Company hereby agree that
the venue of any action, proceeding, counterclaim, cross claim, or other litigation relating to,
involving, or resulting from this Agreement shall be in the courts in and for Broward County,
Florida. In any action or proceeding by or against the Contractor relating to or involving this
Agreement, and any counterclaim, crossclaim or other litigation which may be asserted or
brought against the Company, the Contractor hereby expressly waives any and all right to a trial
by jury with respect to the action, proceeding or other litigation resulting from or involving this
Agreement.
12. Notices. Any and all notices or other communication provided for herein, shall be
given by registered or certified mail, return receipt requested, to the parties at the addresses set
forth on the signature pages of this Agreement or to such other address as may be designated by
the party by giving written notice thereof to the other party in the manner provided for herein.
13. Attorneys’ Fees. In the event that either party is required to engage the services
of legal counsel to enforce the terms and conditions of this Agreement against the other party,
regardless of whether such action results in litigation, the prevailing party shall be entitled to
reasonable attorneys’ fees, costs of legal assistants, and other costs from the other party, which
4837-4605-7270.4shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and
other costs, including any accounting expenses incurred.
[Signature page follows]
4837-4605-7270.4IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement to
be effective as of the Effective Date first set forth above.
COMPANY:
CATERED FIT
By:
Print Name:
Title: President
Address: 2400 Griffin Road
Dania Beach, FL 33312
CONTRACTOR:
PARDUE ADVISORY, LLC, a Florida limited liability
a /f a i2| iZ[\e
JOSHUA
(2#s dk [oe
BELA
Address: ol
4837-4605-7270.4
Preview
Case Number: CACE-19-022558 Division: 12 Filing # 98142465 E-Filed 10/30/2019 05:32:50 PM IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA CIVIL DIVISION CASE NO. JOSHUA PARDUE, etc., Plaintiff, v. CATERED FIT CORP, et al., Defendants. COMPLAINT EXHIBIT B *** FILED: BROWARD COUNTY, FL BRENDA D. FORMAN, CLERK 10/30/2019 05:32:48 PM.****CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the “Agreement”) is made and entered into by and between CATERED FIT CORP, a Florida corporation (hereinafter called the “Company”), and PARDUE ADVISORY, LLC, a Florida limited liability company (hereinafter called the “Contractor”), and JOSHUA PARDUE (“J. Pardue”) to be effective as of the 1“ day of August, 2016 (the “Effective Date”). WITNESSETH: WHEREAS, the Company is engaged in the business of preparing gourmet meals that are cooked fresh & delivered daily to its customers (the “Business”); WHEREAS, the Contractor has special knowledge and expertise regarding acquisitions, financing and management that the Company believes can assist the Company with expansion of the Business; and WHEREAS, the Company desires to engage the Contractor, and the Contractor desires, to perform consultation and other services for the Business, in accordance with the terms hereof; NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each party, it is hereby agreed by and between the parties as follows: 1. Agreement to Render Services. The Company hereby appoints the Contractor to, and the Contractor hereby accepts, the position of independent contractor for the Company to perform services on behalf of the Company related to acquisitions, financing and management as well as other tasks assigned to Contractor by the CEO relating to the Business (collectively, the “Services”). From the Effective Date through December 31, 2020 (the “Conclusion Date”), Contractor shall perform the Services for the Company. 2. Compensation. Commencing on August 1, 2016, as consideration for the Services provided to the Company by Contractor, the Company shall pay to the Contractor, on a bi-weekly basis, an amount equal to the monthly salary paid to the Company’s CEO; provided, however, that if the CEO’s annualized salary exceeds $300,000 (i.e., $25,000 per month), then Contractor’s monthly compensation amount under this Section 2 shall be $25,000, plus 80% of the amount by which the CEO’s monthly salary exceeds $25,000. 3. Term of Agreement. The commencement date of the term of this Agreement shall be the Effective Date first set forth above, and it shall continue in effect until the Conclusion Date, unless earlier terminated as provided herein. 4. Independent Contractor Status. It is understood and agreed that the Services of the Contractor hereunder will be rendered as an independent contractor and not as an employee. In this regard, the Contractor and the Contractor’s employees, including J. Pardue, shall not be deemed to be employed by the Company for purposes of any tax or contribution levied by the Federal Social Security Act or any corresponding state law with respect to employment or compensation for employment. The Contractor shall have complete control over the 4837-4605-7270.4Contractor’s method of providing Services, subject to the professional standards established by the Company and the terms of this Agreement, and may employ others as employees or contractors to assist the Contractor in providing the Services hereunder. The Company will not exercise direct or implied authority over the Contractor and the Contractor’s employees in the Contractor’s work nor shall it have supervisory power over the procedures employed by the Contractor, other than to assure the Contractor’s adherence to the normal high professional standards of the Company and the terms of this Agreement. In the event a determination is made that the Contractor or any of Contractor’s employee (including, without limitation, J. Pardue) falls within the category of an employee rather than an independent contractor, then the Contractor and J. Pardue will, jointly and severally, be solely responsible for payment of all taxes, costs or charges resulting from such determination, including but not limited to additional income, payroll and/or self-employment taxes, penalties and interest, and Contractor and J. Pardue hereby agree, jointly and severally, to indemnify and hold the Company harmless from any such taxes, costs or charges. 5. Duties of the Contractor. The Contractor shall use best efforts during the term hereof to provide the Services for the Company, as provided above. None of the Contractor’s employees will be required to use their full time for providing the Services hereunder and the Contractor and its employees may seek other means of employment during the term hereof, provided that such employment does not violate the terms of any other agreement with the Company and is not otherwise competitive with the Business. The Contractor shall be responsible for any expenses incurred by Contractor in the performance of Contractor’s duties hereunder. 6. Termination. This Agreement shall automatically terminate upon the death of J. Pardue. The Company may terminate this Agreement prior to the Conclusion Date in the event of Cause. As used in this Agreement, “Cause” shall mean any of the following: (a) | Unreasonable and/or abusive use of alcohol or other intoxicating beverages and/or habitual and/or abusive and/or dependent use of narcotic or other addictive substances, including but not limited to, amphetamines, barbiturates, LSD, etc., so as to render Contractor (or any of Contractor’s employees, principals or agents, including J. Pardue) unfit to perform the Services intended hereunder, as determined in the reasonable discretion of the Company; (b) Conduct by Contractor (or any of Contractor’s employees, principals or agents, including J. Pardue) that is disloyal to the Company, as determined in the reasonable discretion of the Company; (c) Conviction of any crime of moral turpitude, or the engaging by Contractor (or any of Contractor’s employees, principals or agents, including J. Pardue) in illegal or criminal affairs; (d) If Contractor or J. Pardue violates any provision of this Agreement, is given written notice thereof, and such violation is not corrected to the reasonable satisfaction of the Company within five (5) days after the delivery of such notice to Contractor. 4837-4605-7270.47. Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and all representations, promises and prior or contemporaneous understandings relating to the matters addressed herein are merged into and expressed in this Agreement. 8. Invalid Provision; Severability. The invalidity or unenforceability of a particular provision of this Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. The provisions of this Agreement are severable and the invalidity of any one or more of such provisions or any part thereof does not affect or limit the enforceability of the remaining provisions or parts thereof of this Agreement. 9. Modification; Headings. No change, amendment, supplement or modification of this Agreement shall be valid unless the same be in writing and signed by the parties hereto. The section headings in this Agreement are solely for convenience of reference and shall not affect the interpretation or construction of the terms and provisions hereof. 10. Applicable Law and Binding Effect; No Waiver. This Agreement shall be construed and regulated under and by the laws of the State of Florida, and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal representatives, successors and permitted assigns. The Company may freely assign its rights and obligations under this Agreement. The Contractor may assign its rights and obligations hereunder, after first having obtained the written consent of the Company. No failure on the part of either party hereto at any time to require the performance by the other party of any term of this Agreement shall be taken or held to be a waiver of such term or in any way affect such party’s tight to enforce such term, and no waiver on the part of either party of any term of this Agreement shall be taken or held to be a waiver of any other term hereof or the breach thereof. 11. | Venue; Court Proceedings. The Contractor and the Company hereby agree that the venue of any action, proceeding, counterclaim, cross claim, or other litigation relating to, involving, or resulting from this Agreement shall be in the courts in and for Broward County, Florida. In any action or proceeding by or against the Contractor relating to or involving this Agreement, and any counterclaim, crossclaim or other litigation which may be asserted or brought against the Company, the Contractor hereby expressly waives any and all right to a trial by jury with respect to the action, proceeding or other litigation resulting from or involving this Agreement. 12. Notices. Any and all notices or other communication provided for herein, shall be given by registered or certified mail, return receipt requested, to the parties at the addresses set forth on the signature pages of this Agreement or to such other address as may be designated by the party by giving written notice thereof to the other party in the manner provided for herein. 13. Attorneys’ Fees. In the event that either party is required to engage the services of legal counsel to enforce the terms and conditions of this Agreement against the other party, regardless of whether such action results in litigation, the prevailing party shall be entitled to reasonable attorneys’ fees, costs of legal assistants, and other costs from the other party, which 4837-4605-7270.4shall include any fees or costs incurred at trial or in any appellate proceeding, and expenses and other costs, including any accounting expenses incurred. [Signature page follows] 4837-4605-7270.4IN WITNESS WHEREOF, the undersigned parties hereby execute this Agreement to be effective as of the Effective Date first set forth above. COMPANY: CATERED FIT By: Print Name: Title: President Address: 2400 Griffin Road Dania Beach, FL 33312 CONTRACTOR: PARDUE ADVISORY, LLC, a Florida limited liability a /f a i2| iZ[\e JOSHUA (2#s dk [oe BELA Address: ol 4837-4605-7270.4