Sample Business Contracts

Consulting Agreement - AFC Enterprises Inc. and Gerald Wilkins

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                                    CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT is made and entered into by and between AFC
and Gerald Wilkins (" Consultant"). As used in this Agreement, "AFC" shall
include AFC Enterprises, Inc., the AFC Foundation, Church's Chicken, Popeyes
Chicken & Biscuits, Seattle Coffee Company, Seattle's Best Coffee, Torrefazione
Italia, Cinnabon International, Inc., Cinnabon, Inc., and any and all related
companies and/or subsidiaries and/or committees, and their respective present
and former directors, officers, fiduciaries, employees, representatives,
agents, successors and assigns, both in their representative and individual

                             BACKGROUND INFORMATION

         A.       Consultant is an employee of AFC Enterprises, Inc.

         B.       Consultant is resigning as an employee and officer of AFC
                  Enterprises, Inc., a member of the AFC Enterprises, Inc.
                  Board of Directors, and officer of various subsidiaries of
                  AFC Enterprises, Inc.

         C.       Consultant has acquired and developed experience and
                  knowledge concerning AFC which experience and knowledge AFC
                  desires to have made available to it during the transition
                  occurring as a result of Consultant's resignation.


         NOW, THEREFORE, for and in consideration of the mutual covenants and
conditions hereinafter set forth, and other good and valuable consideration,
the receipt, adequacy, and sufficiency of which are acknowledged, the parties
hereto agree as follows:

1.       Employment. Consultant's employment and duties as an employee of AFC
         shall terminate effective April 28, 2003.

2.       Term. Subject to the provisions hereinafter set forth, the term (the
         "Term") of this Agreement shall commence on the first business day
         following the expiration of the Revocation Period as outlined in the
         Release Agreement signed by Consultant and shall end August 29, 2003.
         This term cannot be extended except by the express agreement of both
         parties, in writing.

3.       Duties. During the Term, Consultant shall perform such consulting
         services as may be requested from time to time by the CEO of AFC
         Enterprises, Inc., or his designee, at such times and locations as may
         be mutually agreed upon in good faith between Consultant and AFC.
         Consultant agrees to cooperate fully with AFC by answering questions
         or providing AFC with information known by Consultant and requested by
         AFC concerning the business and operations of AFC, including, without
         limitation, financial and accounting information. Consultant also
         agrees to cooperate fully with AFC in connection with actual or
         contemplated litigation brought by or asserted

         against AFC. Such cooperation shall include, but not be limited to,
         (a) providing information and assistance to AFC and/or its counsel in
         connection with such litigation and (b) refusing to provide any
         information, documents, or assistance to the adverse parties or their
         counsel, agents, or representatives in such actual or contemplated
         litigation, except as may be required by law in response to a
         subpoena, court order, or other lawful process. Consultant agrees to
         provide AFC with prompt oral and, within three (3) days, follow-up
         written notice of any subpoena or other lawful process requesting
         testimony or documents from Consultant about AFC or Consultant's
         employment with AFC. Consultant's obligations under this Agreement are
         in addition to his obligations under Section 10.03 of the Employment
         Agreement dated as of December 8, 2000, as amended February 7, 2001,
         and August 31, 2001 (hereinafter collectively referred to as the
         "Employment Agreement"). The obligations and restrictions set forth in
         this paragraph shall survive the termination of this Agreement and
         shall remain in full force and effect.

4.       Compensation. Total payment of $129,550.00 payable by AFC to
         Consultant in four (4) monthly installments as follows:

         a.       First and second payments of $32,000.00 per month for months
                  of May and June 2003, payable on the eighth day of the month,
                  following the expiration of the Revocation Period as outlined
                  in the Release Agreement signed by Consultant;

         b.       Third payment $32,775.00 payable on or about July 8, 2003;

         c.       Fourth payment of $32,775.00 payable on or about August 8,

5.       Expenses. AFC shall reimburse Consultant for reasonable out-of-pocket
         expenses actually incurred by Consultant and supported by satisfactory
         evidence of the expenditure with the prior written consent of the
         Chief Executive Officer of AFC.

6.       Independent Contractor. Consultant acknowledges and agrees that he is
         an independent contractor and is not an employee or partner of or
         joint venturer with AFC. Consultant agrees that he is responsible for
         all federal, state and local tax liabilities and further agrees to
         indemnify and hold harmless AFC to the extent of any obligation
         imposed on AFC to pay any withholding taxes, social security,
         unemployment or disability insurance or similar items including any
         interest and penalties thereon, with respect to any payments made to
         Consultant hereunder.

7.       Ownership of Property. All reports, plans, written proposals, and all
         other business information or products relating to AFC or the business
         developed, prepared or produced by Consultant in connection with the
         performance of Consultant's obligations hereunder shall be and remain
         after termination of this Agreement the exclusive property of AFC.

8.       Confidential Information. Consultant agrees that in addition to his
         obligations under Section 10 of the Employment Agreement concerning
         information disclosed to Consultant during the course of his
         employment, AFC and Consultant recognize that, during the term of this
         Agreement, AFC will continue to disclose to Consultant Proprietary
         Information concerning AFC, which constitutes valuable assets of AFC.
         The parties further acknowledge that AFC has, and will, invested
         considerable amounts of time, effort and corporate resources in
         developing such valuable assets and

         that disclosure by Consultant of such assets to the public shall cause
         irreparable harm, damage and loss to AFC. Accordingly, Consultant
         acknowledges and agrees:

                  (a)      that the Proprietary Information is and shall remain
         the exclusive property of AFC;

                  (b)      to use the Proprietary Information exclusively for
         the purpose of fulfilling the obligations under this Agreement;

                  (c)      to return the Proprietary Information, and any
         copies thereof, in his possession or under his control, to AFC upon
         request of AFC, or termination of this Agreement; and

                  (d)      to hold the Proprietary Information in confidence
         and not copy, publish or disclose to others or allow any other party
         to copy, publish or disclose to others in any form, any Proprietary
         Information without the prior written approval of an authorized
         representative of AFC, unless required by law.

         The obligations and restrictions set forth in this paragraph shall
         survive this Agreement and shall remain in full force and effect as

                  (a)      as to Trade Secrets, indefinitely, and

                  (b)      as to Confidential Information, for a period of two
                           (2) years after the expiration or termination of this
                           Agreement for any reason.

         The confidentiality, property, and proprietary rights protections
         available in this Agreement are in addition to, and not exclusive of,
         any and all other corporate rights, including those provided under
         copyright and trade secret and confidential information laws. The
         obligations set forth in this Paragraph shall not apply or shall
         terminate with respect to any particular portion of the Proprietary
         Information which (i) was in Consultant's possession, free of any
         obligation of confidence, prior to his receipt from AFC, (ii)
         Consultant establishes the Proprietary Information is already in the
         public domain at the time AFC communicates it to Consultant, or
         becomes available to the public through no breach of this Agreement by
         Consultant, or (iii) Consultant establishes that he received the
         Proprietary Information independently and in good faith from a third
         party lawfully in possession thereof and having no obligation to keep
         such information confidential.

         For purposes of this paragraph 10, the following terms shall have the
         following meanings:

                  "Confidential Information" means information which does not
         rise to the level of a Trade Secret, but is valuable to AFC and
         provided in confidence to Consultant.

                  "Proprietary Information" means, collectively, Trade Secrets
         and Confidential Information.

                  "Restricted Period" means the period commencing as of the
         date hereof and ending on that date two years (2) year after the
         termination of this Agreement.

                  "Trade Secrets" means information which derives economic
         value, actual or potential, from not being generally known to, and not
         being readily ascertainable by proper means by, other persons who can
         obtain economic value from its disclosure or use, and is the subject
         of efforts that are reasonable under the circumstances to maintain its

9.       No Assignment. Consultant shall not assign, transfer or convey his
         rights nor delegate his responsibilities pursuant to this Agreement.

10.      Notices. Notice to be given any party under this Agreement shall not
         be effective unless in writing and hand-delivered or mailed by
         certified or registered mail to the relevant party at the address
         stated below:

              In the case of Consultant:
                                    Gerald Wilkins
                                    2790 Carmon on Wesley
                                    Atlanta, GA 30327

              In the case of AFC:
                                    Frank Belatti, CEO
                                    AFC Enterprises, Inc.
                                    6 Concourse Parkway, Suite 1700
                                    Atlanta, GA  30328

              or at such other address as may from time to time be furnished to
              AFC by Consultant or by AFC to Consultant by notice as set forth

11.      Binding Effect. This Agreement shall be binding on the parties hereto
         and on their respective heirs, administrators, executors, successors,
         and assigns.

12.      Applicable Law. This Agreement and the rights and liabilities of the
         parties hereto shall be determined in accordance with the laws of the
         State of Georgia.

13.      Dispute Resolution.

         13.01    Agreement to Arbitrate. Consultant acknowledges and agrees
         that any controversy or claim arising out of or relating to this
         Consulting Agreement shall be settled by arbitration pursuant to the
         Federal Arbitration Act. This includes, but is not limited to,
         violations or alleged violations of any federal or state statute or
         common law (including, but not limited to, the laws of the United
         States or of any state, or the Constitution of the United States or of
         any state), or of any other law, statute, ordinance, and any other
         statute or common law. This provision shall not, however, preclude AFC
         from seeking equitable relief.

         13.02    Procedure. The arbitration shall be conducted in accordance
         with the Rules of the American Arbitration Association: a single
         arbitrator shall be selected under those

         Rules, and the arbitration shall be initiated in Atlanta, Georgia,
         unless the parties agree in writing to a different location or the
         Arbitrator directs the arbitration to be held at a different location.
         Except for filing fees, all costs of the arbitrator shall be allocated
         by the arbitrator. The award rendered by the arbitrator shall be final
         and binding on the parties hereto and judgment thereon may be entered
         in any court having jurisdiction thereof. In addition, the arbitrator
         has sole discretion to permit discovery consistent with the Federal
         Rules of Civil Procedure and the judicial interpretation of those
         rules upon request by any party; provided, however, it is the intent
         of the parties that the arbitrator limit the time and scope of any
         such discovery to the greatest extent practicable and provide a
         decision as rapidly as possible given the circumstances of the claims
         to be determined. The arbitrator also shall have the power and
         authority to grant injunctive relief for any violation of this
         Consulting Agreement and the arbitrator's order granting such relief
         may be entered in any court of competent jurisdiction. The agreement
         to arbitrate any claim arising out of the consulting relationship or
         termination of the consulting relationship shall not apply to those
         claims which cannot be made subject to this provision by statute,
         regulation or common law.

         13.03    Rights of Parties. Nothing in this clause shall be construed
         to prevent AFC from asking a court of competent jurisdiction to enter
         appropriate equitable relief to enjoin any violation of this
         Consulting Agreement by Consultant. AFC shall have the right to seek
         such relief in connection with or apart from the parties' rights under
         this clause to arbitrate all disputes. With respect to disputes
         arising under this Consulting Agreement that are submitted to a court
         rather than an arbitrator, including actions to compel arbitration or
         for equitable relief in aid of arbitration, the parties agree that
         venue and jurisdiction are proper in any state or federal court lying
         within Atlanta, Georgia and specifically consent to the jurisdiction
         and venue of such court for the purpose of any proceedings
         contemplated by this paragraph.

14.      Severability. In the event any part of this Agreement shall be found
         to be void, the remaining provisions of this Agreement shall
         nevertheless be binding with the same effect as though the void part
         were deleted.

15.      Counterparts. This Agreement may be executed in one or more
         counterparts, each of which shall constitute an original but all of
         which together shall constitute but a single document.

16.      Entire Agreement. This Agreement expresses the entire agreement of the
         parties with respect to the subject matter hereof, and all promises,
         representation, understandings, arrangements, and prior agreements are
         merged herein and made a part hereof as modified hereby. This
         Agreement may not be changed orally, but only by an agreement in
         writing signed by the party against whom an enforcement of any waiver,
         change, modification, extension, or discharge is sought.

17.      Opportunity to Review. Consultant represents and acknowledges that
         Consultant is hereby advised to consult with an attorney prior to
         execution of this Agreement, that Consultant has five business days
         after Consultant receives this Agreement from AFC to consider this

         IN WITNESS WHEREOF, Consultant has hereunder set his hand and seal and
AFC have caused this Consulting Agreement to be duly executed.


/s/ Gerald Wilkins

Date: May 27, 2003


By: /s/ Frank J. Belatti
Title: CEO
Date: May 27, 2003