-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IP0VVaq4uDAqarTPztz5tg0GYn5UfIR8c3xpZGmJBInJcMgkp1EKo0Ny3wE7VX9u nh+QPDffKvwA2qR0JTcH3Q== 0001144204-09-051493.txt : 20091005 0001144204-09-051493.hdr.sgml : 20091005 20091005144246 ACCESSION NUMBER: 0001144204-09-051493 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091005 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091005 DATE AS OF CHANGE: 20091005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAND NEUE CORP CENTRAL INDEX KEY: 0001436273 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980560939 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53318 FILM NUMBER: 091105210 BUSINESS ADDRESS: STREET 1: 105 S.E. EXECUTIVE DRIVE, SUITE 13 CITY: BENTONVILLE STATE: AR ZIP: 72712 BUSINESS PHONE: 479-845-0109 MAIL ADDRESS: STREET 1: 105 S.E. EXECUTIVE DRIVE, SUITE 13 CITY: BENTONVILLE STATE: AR ZIP: 72712 FORMER COMPANY: FORMER CONFORMED NAME: Qele Resources Inc. DATE OF NAME CHANGE: 20080529 8-K 1 v161461_8k.htm Unassociated Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K



CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  October 5, 2009



BRAND NEUE CORP.
(Exact Name of Registrant as Specified in Charter)


 
Nevada
 
000-53318
 
98-0560939
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
105 S.E. Executive Drive, Suite 13
Bentonville, Arkansas
 
72712
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (479) 845-0109

(Former name or Former Address, if Changed Since Last Report.)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 
 

 

Section 5-Corporate Governance and Management

Item 5.02       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
 
(e)   On September 29, 2009, Brand Neue Corp. (the “Company”) entered into a Consulting Agreement with John J. Ryan III, the Company’s President (the “Ryan Agreement”). Under the terms of the Ryan Agreement, Mr. Ryan will provide certain marketing and sales services to the Company for a term of one year with automatic one-year renewal terms.  The Company will compensate Mr. Ryan through a grant of stock options and payment of sales commissions as follows: (a) upon the creation and approval of an option plan, the Company will grant Mr. Ryan an option to purchase 1,000,000 shares of common stock of the Company, and (b) payment of sales commissions of between 3% and 10% based on sales transactions initiated and managed by Mr. Ryan that results in revenue to the Company.
 
In addition, on September 30, 2009, the Company entered into a Consulting Agreement with Adi Muljo, the Company’s Chief Executive Officer and Chairman (the “Muljo Agreement”). Under the terms of the Muljo Agreement Mr. Muljo will provide certain marketing and sales services to the Company for a term of one year with automatic one-year renewal terms.  The Company will compensate Mr. Muljo through a grant of stock options and payment of sales commissions as follows: (a) upon the creation and approval of an option plan, the Company will grant Mr. Muljo an option to purchase 1,250,000 shares of common stock of the Company, and (b) payment of sales commissions of between 3% and 10% based on sales transactions initiated and managed by Mr. Muljo that results in revenue to the Company.
 
The Ryan Agreement and Muljo Agreement are attached to this report as Exhibit 10.1 and Exhibit 10.2 and the terms and conditions are incorporated herein. The foregoing statement is not intended to be a complete description of all terms and conditions.
 
Section 9-Financial Statements and Exhibits

Item 9.01       Financial Statements and Exhibits

(d) Exhibits.

Exhibit
   
No.
 
Description
10.1
 
Consulting Agreement with John J. Ryan III dated September 29, 2009
     
10.2
 
Consulting Agreement with Adi Muljo dated September 30, 2009

 
 

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  
 
BRAND NEUE CORP.
     
Date: October 5, 2009
By:
/s/ Adi Muljo
   
Adi Muljo
   
Chief Executive Officer
   
(Duly Authorized Officer)

 
 

 
EX-10.1 2 v161461_ex10-1.htm
CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into as of the 29th day of September, 2009 (the “Effective Date”) by and between Brand Neue Corp. (the “Company”), and John J. Ryan III (“Consultant”).

WHEREAS, the Company desires to engage Consultant to provide certain services as set forth on Schedule A attached hereto and as specified from time to time by the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1.  Engagement.  The Company hereby engages Consultant to perform, those duties set forth on Schedule A attached hereto and such other duties as may be requested from time to time by the Board of Directors of the Company. Consultant hereby accepts such engagement upon the terms and subject to conditions set forth in this Agreement.

2.  Compensation.  For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified on Schedule A, subject to the terms and conditions set forth in this Agreement.

3.  Term and Survivability.  The term of this Agreement shall be for one (1) year from the Effective Date and shall automatically renew for subsequent one (1) year periods on each anniversary of the Effective Date unless terminated by either party by delivering written notice to the other party prior to thirty (30) days of the anniversary of the Effective Date.  In addition, this Agreement may be terminated if either party materially fails to perform or comply with this Agreement or any material provision hereof. Termination shall be effective thirty (30) days after notice of such material failure to perform or comply with this Agreement or any material provision hereof to the defaulting party if the defaults have not been cured within such thirty (30) day period.

4.  Costs and Expenses of Consultant’s Performance.  Except as set forth on Schedule A, all costs and expenses of Consultant’s performance hereunder shall be borne by the Consultant.

5.  Taxes.  As an independent contractor, Consultant acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the payment of compensation to, or the performance of services by Consultant pursuant to this Agreement, including, without limitation, any unemployment insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes.

 
1

 

6.  Confidentiality.  Consultant agrees that Consultant will not, except when required by applicable law or order of a court, during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known, learned or acquired by the Consultant during the period of the Consultant's engagement by the Company.  For purposes of this Agreement, "Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, and any nonpublic technical, training, financial and/or business information treated as confidential by the, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed by Consultant hereunder.  For purposes of this Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company's business.  Any information of the Company which is not readily available to the public shall be considered to be a Trade Secret unless the Company advises Consultant in writing otherwise.

7.    Return of the Company’s Proprietary Materials.  Consultant agrees to deliver promptly to the Company on termination of this Agreement for whatever reason, or at any time the Company may so reasonably request, all Confidential Information belonging to the Company.

8.   Works Made For Hire.  Consultant acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals related thereto that Consultant develops or prepares for the Company during the period of Consultant's engagement by the Company and that such work by Consultant shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws.

9.  Independent Contractor.  Consultant shall not be deemed to be an employee or agent of the Company for any purpose whatsoever. Consultant shall have the sole and exclusive control over its employees, consultants or independent contractors who provide services to the Company, and over the labor and employee relations policies and policies relating to wages, hours, working conditions or other conditions of its employees, consultants or independent contractors.

10. Governing Law.  This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Nevada.

11.  Entire Agreement: Modifications and Amendments.  The terms of this Agreement are intended by the parties as a final expression of their agreement with respect-to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The Schedule A referred to in this Agreement is incorporated into this Agreement by this reference. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted herein.

12. Prohibition of Assignment.  This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.

 
2

 

13.  Binding Effect: Successors and Assignment.  This Agreement and the provisions hereof shall be binding upon each of the parties, their successors and permitted assigns.

14.  Validity.  This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.

15. Indemnification.  The Company shall indemnify, defend and hold harmless Consultant from and against any and all liability, loss, damage, expense, claims or suits arising out of: (i) Company’s breach of this Agreement, including any representations warranty contained herein; or (ii) the Services provided by Consultant, provided such claim does not in any manner arise from Consultant’s grossly negligent or willful act or omission. Additionally, if the Company purchases a Director’s and Officer’s policy for the Company, the Consultant shall be covered under any such policy at such time of purchase.  The purchase of such a policy will be made at the company’s sole discretion.  The Company will provide evidence of coverage to the Consultant if purchased by the Company. 

16.  Notices.  All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by Federal Express or other similar courier service to the parties at the following addresses or (at such other address for the party as shall be specified by like notice)

(i)  If to the Company:
Brand Neue Corp.
105 S.E. Executive Drive, Suite 13
Bentonville, Arkansas, 72712
Attn:  President

(ii) If to the Consultant:
As set forth on the signature pages below

Any such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed, as the case may be.

 
3

 

IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the Effective Date written above.
 
Brand Neue Corp.
 
By:  
/s/ Adi Muljo
   
Its: Chief Executive Officer
   
Consultant
 
/s/ John J. Ryan III
   
Name:   John J. Ryan III
   
Address:  
 
 
 
 
 

 
4

 
EX-10.2 3 v161461_ex10-2.htm
CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into as of the 30th day of September, 2009 (the “Effective Date”) by and between Brand Neue Corp. (the “Company”), and Adi Muljo (“Consultant”).

WHEREAS, the Company desires to engage Consultant to provide certain services as set forth on Schedule A attached hereto and as specified from time to time by the Company.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions contained herein, the parties hereto agree as follows:

1.  Engagement.  The Company hereby engages Consultant to perform, those duties set forth on Schedule A attached hereto and such other duties as may be requested from time to time by the Board of Directors of the Company. Consultant hereby accepts such engagement upon the terms and subject to conditions set forth in this Agreement.

2.  Compensation.  For the services rendered by Consultant under this Agreement, the Company shall pay to Consultant the compensation specified on Schedule A, subject to the terms and conditions set forth in this Agreement.

3.  Term and Survivability.  The term of this Agreement shall be for one (1) year from the Effective Date and shall automatically renew for subsequent one (1) year periods on each anniversary of the Effective Date unless terminated by either party by delivering written notice to the other party prior to thirty (30) days of the anniversary of the Effective Date.  In addition, this Agreement may be terminated if either party materially fails to perform or comply with this Agreement or any material provision hereof. Termination shall be effective thirty (30) days after notice of such material failure to perform or comply with this Agreement or any material provision hereof to the defaulting party if the defaults have not been cured within such thirty (30) day period.

4.  Costs and Expenses of Consultant’s Performance.  Except as set forth on Schedule A, all costs and expenses of Consultant’s performance hereunder shall be borne by the Consultant.

5.  Taxes.  As an independent contractor, Consultant acknowledges and agrees that it is solely responsible for the payment of any taxes and/or assessments imposed on account of the payment of compensation to, or the performance of services by Consultant pursuant to this Agreement, including, without limitation, any unemployment insurance tax, federal and state income taxes, federal Social Security (FICA) payments, and state disability insurance taxes.
 
 
1

 

6.  Confidentiality.  Consultant agrees that Consultant will not, except when required by applicable law or order of a court, during the term of this Agreement or thereafter, disclose directly or indirectly to any person or entity, or copy, reproduce or use, any Trade Secrets (as defined below) or Confidential Information (as defined below) or other information treated as confidential by the Company known, learned or acquired by the Consultant during the period of the Consultant's engagement by the Company.  For purposes of this Agreement, "Confidential Information" shall mean any and all Trade Secrets, knowledge, data or know-how of the Company, and any nonpublic technical, training, financial and/or business information treated as confidential by the, whether or not such information, knowledge, Trade Secret or data was conceived, originated, discovered or developed by Consultant hereunder.  For purposes of this Agreement, "Trade Secrets" shall include, without limitation, any formula, concept, pattern, processes, designs, device, software, systems, list of customers, training manuals, marketing or sales or service plans, business plans, marketing plans, financial information, or compilation of information which is used in the Company's business.  Any information of the Company which is not readily available to the public shall be considered to be a Trade Secret unless the Company advises Consultant in writing otherwise.

7.    Return of the Company’s Proprietary Materials.  Consultant agrees to deliver promptly to the Company on termination of this Agreement for whatever reason, or at any time the Company may so reasonably request, all Confidential Information belonging to the Company.

8.   Works Made For Hire.  Consultant acknowledges and agrees that the Company shall have all right, title and interest in, among other items, all research information and all documentation or manuals related thereto that Consultant develops or prepares for the Company during the period of Consultant's engagement by the Company and that such work by Consultant shall be work made for hire and that the Company shall be the sole author thereof for all purposes under applicable copyright and other intellectual property laws.

9.  Independent Contractor.  Consultant shall not be deemed to be an employee or agent of the Company for any purpose whatsoever. Consultant shall have the sole and exclusive control over its employees, consultants or independent contractors who provide services to the Company, and over the labor and employee relations policies and policies relating to wages, hours, working conditions or other conditions of its employees, consultants or independent contractors.

10. Governing Law.  This Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Nevada.

11.  Entire Agreement: Modifications and Amendments.  The terms of this Agreement are intended by the parties as a final expression of their agreement with respect-to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The Schedule A referred to in this Agreement is incorporated into this Agreement by this reference. This Agreement may not be modified, changed or supplemented, nor may any obligations hereunder be waived or extensions of time for performance granted, except by written instrument signed by the parties or by their agents duly authorized in writing or as otherwise expressly permitted herein.

12. Prohibition of Assignment.  This Agreement and the rights, duties and obligations hereunder may not be assigned or delegated by Consultant without the prior written consent of the Company. Any assignment of rights or delegation of duties or obligations hereunder made without such prior written consent shall be void and of no effect.
 
 
2

 

13.  Binding Effect: Successors and Assignment.  This Agreement and the provisions hereof shall be binding upon each of the parties, their successors and permitted assigns.

14.  Validity.  This Agreement is intended to be valid and enforceable in accordance with its terms to the fullest extent permitted by law. If any provision of this Agreement is found to be invalid or unenforceable by any court of competent Jurisdiction, the invalidity or unenforceability of such provision shall not affect the validity or enforceability of all the remaining provisions hereof.

15. Indemnification.  The Company shall indemnify, defend and hold harmless Consultant from and against any and all liability, loss, damage, expense, claims or suits arising out of: (i) Company’s breach of this Agreement, including any representations warranty contained herein; or (ii) the Services provided by Consultant, provided such claim does not in any manner arise from Consultant’s grossly negligent or willful act or omission. Additionally, if the Company purchases a Director’s and Officer’s policy for the Company, the Consultant shall be covered under any such policy at such time of purchase.  The purchase of such a policy will be made at the company’s sole discretion.  The Company will provide evidence of coverage to the Consultant if purchased by the Company. 

16.  Notices.  All notices and other communications hereunder shall be in writing and, unless otherwise provided herein, shall be deemed duly given if delivered personally or by telecopy or mailed by registered or certified mail (return receipt requested) or by Federal Express or other similar courier service to the parties at the following addresses or (at such other address for the party as shall be specified by like notice)

(i)  If to the Company:
 
 
Brand Neue Corp.
 
105 S.E. Executive Drive, Suite 13
 
 Bentonville, Arkansas, 72712
 
Attn:  President
   
(ii) If to the Consultant:
 
 
As set forth on the signature pages below

Any such notice, demand or other communication shall be deemed to have been given on the date personally delivered or as of the date mailed, as the case may be.
 
 
3

 
 
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the Effective Date written above.

Brand Neue Corp.
   
By:
/s/ Deborah Appana
   
Its:
Director
   
Consultant
 
 
Name: Adi Muljo
 
Address:  P.O. Box 38
Riderwood, MD 21139-0038
U.S.A.
 
 
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