Travis Kamiyama - Consulting Agreement -AZAMARA KIBO Asian Restaurant

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Draft: For Discussion Purposes Only VERSION: 05/26/12

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.

ARTICLE 1. SCOPE OF SERVICES.


Azamara hereby engages Consultant and Consultant hereby agrees to hold itself available to render, and to
render at the request of Azamara, the consulting services described in the table set forth below in this Article
1, to the best of Consultant’s ability. All services to be provided by Consultant hereunder shall only be
provided by Consultant himself. Consultant shall not substitute anyone for Consultant without the prior
approval of Azamara, which may be withheld at Azamara’s sole discretion.
Azamara hereby engages Consultant and Consultant hereby agrees to hold itself available to render, and to
render at the request of Azamara, the consulting services described in this Article 1 (the "Consulting
Services"), to the best of Consultant’s ability. All Consulting Services shall be performed by Travis
Kamiyama unless otherwise expressly agreed in writing by Azamara.
Consultant shall make himself available for general consultation at all reasonable times by telephone or
correspondence.

The Consulting Services the Consultant shall provide are as follows:

TASK DELIVERABLE(S) STARTING / DUE DATE(S)


Development of Menu for Menu development, recipe development, Starting date: June 12, 2012
the “Kibo” restaurant. establishing needed food product
Deliver operational menu concept by:
specifications. Fee to include one week trip
July 10, 2012
to Quest or Journey to complete menu as
needed. 4 weeks
Start up of “KIBO” Training of Kibo culinary and service staff; Quest Starting date: Mid Nov, 2012
restaurant during the launch implementation of menu and service
Completion date: Mid Dec, 2012
of Quest and Journey procedures on board Quest and Journey
during launch. Journey Starting date: Mid Jan 2013
Establish a SOP for Kibo restaurant during Completion date: Mid Feb 2013
the revite. 8 weeks total
Operational follow up. Follow up training of KIBO culinary and Follow-up: Every 6 months
service staff;
2 weeks per year per ship

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Draft: For Discussion Purposes Only VERSION: 05/26/12
DO NOT EXECUTE

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.

ARTICLE 3. TERM AND TERMINATION.


This Agreement shall commence as of the Effective Date and shall expire on Jan 12, 2013, unless earlier
terminated as provided in this Agreement or at law or equity.
Either party may terminate this Agreement upon thirty (30) days prior written notice if the other party has
failed to perform or observe any material term or condition of this Agreement, unless such default or breach
can be and has been cured within that notice period.
Either party may terminate this Agreement immediately upon notice by a party if the other party (a) is
adjudged insolvent or bankrupt, (b) institutes or has instituted against it any proceeding seeking relief,
reorganization or arrangement under any laws relating to insolvency (and, in the case of any such proceeding
instituted against it, the proceeding is not dismissed within sixty (60) days after filing), (c) makes any
assignment for the benefit of creditors, (d) appoints a receiver, liquidator or trustee of any of its property or
assets, or (e) liquidates, dissolves or winds up its 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.

ARTICLE 6. OWNERSHIP AND CONFIDENTIALITY.


Section 6.1 Work for Hire.
All right, title, and interest in and to raw data, recipes, menus, reports, recommendations, articles,
information, designs, photographs, training materials and any and all other materials prepared by Consultant,
including but not limited to, customer and consumer information and the final output of the Consulting
Services performed by Consultant in connection with this Agreement, are not considered Consultant’s
intellectual property, but shall belong exclusively to Azamara and shall be deemed to be works made for hire
(collectively the "Developed Materials".)
To the extent that any such materials may not, by operation of law, be works made for hire, Consultant
hereby assigns to Azamara the ownership of all right, title and interest in such items, including but not
limited to copyrights, and Azamara shall have the right to obtain and hold in its own name patents,
copyrights, registrations and similar protection which may be available or become available in such materials
anywhere in the universe. Consultant agrees to give Azamara, its designees or assigns all assistance
reasonably required to perfect such rights, titles and interests. Consultant shall mark all Developed Materials
with Azamara’s copyright or other proprietary notice as directed by Azamara.

Section 6.2 Confidentiality.


All Confidential Information (as hereinafter defined) is the sole and exclusive property of Azamara and
Consultant shall not have any right, title or interest therein or claim to any profits therefrom. Consultant
shall hold all Confidential Information in trust and confidence for RCL.

Section 6.3 Definition.


For purposes hereof, the term “Confidential Information” shall include this Agreement and all technical,
commercial, and operations, knowledge, data and information relating to Azamara or to parties with whom
Azamara has a business relationship. All Developed Materials shall be deemed the Confidential Information
of Azamara. The term “Confidential Information” does not include information and knowledge which are
generally available to the public or which was independently known by Consultant.

Section 6.4 Return of Information.


Upon termination of this Agreement, or upon the earlier written request of Azamara, Consultant will
immediately deliver to Azamara without making or retaining any copies, notes or excerpts thereof in any
form or manner, all Confidential Information and any and all copies thereof.

ARTICLE 7. WARRANTIES AND REPRESENTATIONS.


Section 7.1 Mutual Representations.
Each party warrants and represents that: (a) This Agreement constitutes a valid, legal and binding obligation,
enforceable against it, in accordance with its terms; (b) The execution, delivery and performance of this

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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.

Section 7.2 Consultant Representations.


Consultant hereby warrants and represents to Azamara that any materials or work product provided by
Consultant under this Agreement shall not infringe upon any patent, trademark or copyright, or otherwise
violate the rights of, any person, firm or corporation.
Consultant warrants that it will perform its obligations under this agreement in a professional and
workmanlike manner consistent with prevailing industry standards for such obligations and through the
services of qualified personnel.

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.

ARTICLE 9. LIMITATION OF LIABILITES


NEITHER PARTY SHALL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY OF
LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES,
(INCLUDING, WITHOUT LIMITATION, LOST PROFITS) EVEN IF ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES.

ARTICLE 10. RELATIONSHIPS OF PARTIES


The relationship of the parties to this Agreement shall be and at all times shall remain one of independent
contractors. Consultant is not an employee of Azamara. Except as may be specifically provided herein,
Azamara reserves no control over Consultant as to how the services to be rendered by Consultant hereunder
should be performed.
Consultant shall be solely responsible for all salaries, employee benefits, social security taxes, federal and
state unemployment insurance and any and all similar expenses or taxes relating to Consultant or its
employees or agents. Neither Consultant nor its employees or agents shall be entitled to participate in, or to
receive any benefits from Azamara’s employee benefit or welfare plans, specifically including but not
limited to, coverage under Azamara’s workers’ compensation program and any health insurance, life
insurance or retirement plans.

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Draft: For Discussion Purposes Only VERSION: 05/26/12
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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.

ARTICLE 11. GENERAL.


Section 11.1 Governing Law and Consent to Jurisdiction
The validity, interpretation and performance of this Agreement shall be governed by the laws of the state of
Florida. Each party hereby irrevocably consents to the exclusive jurisdiction of any State or Federal court
located in Miami, Florida in the event any action is brought by either party pursuant to this Agreement.

Section 11.2 Entire Agreement.


This agreement supercedes all prior agreements and understandings between the parties respecting the
subject matter hereof and constitutes the entire agreement between the parties. No representations or
statements made by any representative of Azamara which are not stated herein shall be binding.

Section 11.3 Notices.


All notices, demands, requests and other communications required or permitted to be given to any party
pursuant to this Agreement must be in writing, shall be given by hand, registered mail or recognized
international courier and shall be effective upon receipt.

Section 11.4 Press Release.


Neither Party shall publish or use any advertising, sales promotions, press releases or other publicity which
use the other Party’s name, logo, trademarks or service marks without the prior written approval of the other
Party.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth
above.

ROYAL CARIBBEAN CRUISES LTD. Nobuyoshi Travis Kamiyama

By:____________________________________ By:___________________________________

Name:_____________________________________ Name:_________________________________

Title:______________________________________ Title:__________________________________

Date:______________________________________ Date:__________________________________

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