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Travis Kamiyama - Consulting Agreement -AZAMARA KIBO Asian Restaurant
Travis Kamiyama - Consulting Agreement -AZAMARA KIBO Asian Restaurant
Travis Kamiyama - Consulting Agreement -AZAMARA KIBO Asian Restaurant
DO NOT EXECUTE
CONSULTING AGREEMENT
This Consulting Agreement (the “Agreement”) is made and entered into as of June 12, 2012 (the “Effective
Date”) by and between AZAMARA CLUB CRUISES., a Liberian corporation which has a place of
business at 1050 Caribbean Way, Miami, FL 33132 and NOBUYOSHI TRAVIS KAMIYAMA
(“Consultant”), an individual with a principal residence located at 28634 Friarstone Court, Rancho Palos
Verdes, CA 90275, , telephone: (H)310.833.6402, (C)310.626.3731.
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ARTICLE 2. EXCLUSIVITY.
During the term of this Agreement, and for a period of six months after its termination or expiration,
Consultant shall not provide any Cruise Business (as defined below) with any services or license grant
similar to those services being provided hereunder to AZMARA.
As used herein, “Cruise Business” means any other cruise line, passenger or ferry vessel or any company or
organization which provides services to the cruising, passenger and/or ferry business.
If either Consultant is convicted of (A) any felony or (B) any misdemeanor involving dishonesty or moral
turpitude, AZAMARA may treat such event as a breach of this Agreement and may terminate this
Agreement effective upon notice.
Termination of this Agreement pursuant to this Article 3 shall be without prejudice to the rights of the
terminating party to pursue its legal rights and remedies.
ARTICLE 4. COMPENSATION.
Consultant shall be paid a consulting fee (the "Fee") of $44,000.
Within five (5) days after the completion of each calendar month during the term of this Agreement,
Consultant shall bill Azamara for an amount equal to $2750 multiplied by the number of weeks of service
provided during that month (subject to a maximum of $44,000). Azamara shall pay Consultant within thirty
(30) days after Azamara’s receipt of an invoice from Consultant.
All fees hereunder shall be denominated in U.S. dollars and shall be paid by Azamara’s check, a wire transfer
or such other means as may be expressly agreed to in writing by the parties.
ARTICLE 5. EXPENSES.
In addition to the Fee, Azamara shall reimburse Consultant for all ordinary and necessary out-of-pocket
expenses incurred by Consultant in connection with the performance of services hereunder, provided that: (a)
such expenses are reimbursable as provided in Azamara’s standard travel reimbursement policy for
consultants, a copy of which is available upon request; and (b) Consultant in timely manner invoices
Azamara for such expenses. Consultant shall endeavor to book all out-of-town travel through Azamara’s
travel department. All air travel shall be coach class.
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Azmara shall process payments to Consultant on a timely basis for all undisputed invoices presented by
Consultant under this Agreement. Normal daily working expenses and commuting expenses are not
reimbursable.
Except as expressly provided in this Agreement, each Party shall be solely responsible for bearing the cost of
any expenses incurred in connection with the performance of its obligations hereunder.
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Agreement will not constitute a violation of any law, rule, regulation or court order applicable to it; (c) It has
no commitment, express or implied, with any other person, firm or corporation that is in conflict with the
terms, conditions and understandings contained in this Agreement; and (d) It has or will obtain and maintain
all government licenses, permits and approvals that are necessary or advisable for the implementation of this
Agreement and shall throughout the Term of this Agreement comply with all applicable laws, regulations,
rules and ordinances.
ARTICLE 8. INDEMNIFICATION
Consultant shall assume, pay, defend and indemnify, hold harmless, and reimburse Company and its
Affiliates, and their respective officers, directors, shareholders, employees, agents, successors, and assigns,
for any and all liabilities, damages, claims, suits, judgments, costs, and expenses (including reasonable
attorney’s fees, expert witness fees and court costs) directly or indirectly incurred by Company or its
Affiliates as a result of (i) Consultant’s, or its employees’, agents’ or representative’s negligence, intentional
act or omission, or breach of this Agreement, (ii) Consultant’s failure to comply with the terms of this
Agreement or the requirements of applicable laws and regulations, or (iii) Consultant’s infringement of the
patent, copyright, trademark, or other proprietary rights of a third party. This section shall survive the
termination of this Agreement.
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Nothing in this Agreement shall constitute or be defined as a partnership between the parties hereto or
constitute Consultant as an agent of Azamara for any purpose whatsoever. Neither party shall have authority
or power to bind or contract or create a liability against the other in any way or for any purpose.
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth
above.
By:____________________________________ By:___________________________________
Name:_____________________________________ Name:_________________________________
Title:______________________________________ Title:__________________________________
Date:______________________________________ Date:__________________________________
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