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EXHIBIT 10.6
CONSULTING AGREEMENT
THIS AGREEMENT MADE AS OF THE 29th DAY OF JANUARY,2000
BETWEEN:
BBL TECHNOLOGIES INC.
("BBL")
-AND-
XXXXX X. XXXXX
(THE "CONSULTANT")
WHEREAS:
1. The Consultant is presently engaged, or is about to be
engaged, by BBL in a position of confidence and trust and
under conditions where he has or may have access to
technical, confidential and secret information regarding the
existing or contemplated business of BBL;
2. The Consultant recognizes that as part of the duties of his
engagement, all ideas and suggestions of interest to BBL,
conceived or made by him while he is engaged by BBL, shall be
made available to BBL;
3. BBL is or will be associated as subsidiary, affiliate,
associate or parent with corporations and unincorporated
business enterprises, the number of which may vary but all of
which during all pertinent times will have common business
interests either through ownership or agreement (the "Joint
Venture");
4. It is essential to keep secret and confidential, information
relating to the interests of BBL and the Joint Venture:
IN CONSIDERATION of the compensation by BBL of the Consultant and
the monies heretofore paid or to be paid to the Consultant for his
services during the term of his engagement with BBL, the
Consultant agrees and covenants with BBL as follows:
1. The Consultant agrees that the monies received from BBL shall
be full consideration and compensation for services performed by
him for all inventions, discoveries and improvements and for
assignments of the same to BBL. The Consultant's compensation may
be changed without affecting any provision of this agreement.
2. BBL will engage the Consultant and the Consultant will render
services to BBL under the terms of this contract, as an Inventor
and technical advisor. The term of this agreement shall be for a
period of two (2) years, during which time the Consultant shall be
paid a fee of eight thousand dollars ($8,000) (Cdn.) per month, on
the first of every month, commencing the first day of February,
2000.
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3. The duties of the Consultant shall be such as may be
designated by BBL from time to time. At the date of this
agreement, the Consultant shall act as chief technical advisor to
BBL and, without limiting the generality of the foregoing, shall
assist in the development of prototypes, complete and file all
patent applications and other filings as may be necessary to
protect the proprietary interests of BBL in it's technologies.
4. Any and all discoveries, ideas and suggestions, improvements or
inventions of any character coming within the scope of the
business of BBL or the Joint Venture, made or developed by the
Consultant while engaged by BBL, whether or not conceived or made
during his regular working hours, or whether or not the Consultant
is specifically instructed to make or develop the same, shall be
for the benefit of BBL and shall be considered to have been made
under and by virtue of this contract and shall immediately become
the property of BBL.
5. The Consultant will treat as confidential any knowledge of
patents (including applications therefor), formulae,
specifications or secret processes or other confidential
information he may acquire in the course of his engagement and he
will not, during the term or this agreement nor within a
reasonable time from the termination of the engagement, divulge
any information with respect to any formulae, specifications,
methods or processes or other confidential information of BBL or
the Joint Venture or with respect to any other matter of a secret
nature which may have come into his possession, or publish or
cause to be published, or otherwise utilize, any subject-matter,
except, however, as he may be authorized so to do in writing by an
officer of BBL.
6. The Consultant will disclose to BBL any and all
improvements, discoveries and inventions which he may make solely,
jointly or in common with others, during the term of his
engagement and which relate to any method, product, process,
machine or apparatus for use in any industry or which relate to
the commercial and Industrial activities of BBL or of the Joint
Venture.
7. The Consultant will assign, set over and transfer to BBL
his entire right, title and interest in and to any and all
inventions, improvements and discoveries referred to in this
agreement and in and to all letters patent and applications for
letters patent which may be, or may have been, filed on such
improvements, inventions and discoveries by him or for him or in
his name, or which may have been issued to him, or his benefit,
whether filed or issued in the Dominion of Canada or any other
country whatever, and the Consultant agrees to execute and deliver
to BBL any and all instruments and papers necessary or desirable
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to accomplish the assignment and transfer and to perfect the
title, and all instruments or papers which may be necessary or
desirable to obtain and promote the right to the exclusive
enjoyment of the improvements, inventions and discoveries by BBL,
whether within or without the Dominion of Canada; and the
Consultant will, when requested by BBL testify in any legal
proceeding on behalf of BBL and will sign, at the request of BBL,
ail lawful papers and execute and sign any original, additional,
provisional or re-issue applications for letters patent with
respect to the inventions, improvements and discoveries which may
be necessary or desirable to accomplish the foregoing, and in
general will do all lawful acts to aid BBL to obtain and enforce
protection of its inventions, improvements and discoveries in any
and all countries. Such assistance will be without compensation
other than the remuneration due to him by virtue of his
engagement; provided, however, that in giving assistance and in
testifying and signing documents as mentioned, the Consultant
shall not be required to expend any money, but all expenses in
connection therewith shall be assumed and paid
by BBL, provided the expenses shall have been incurred at the
request of BBL.
8. Notwithstanding the termination or cancellation of this
contract, for any reason, the provisions of paragraphs 5 and 7
shall remain in full force and effect.
9. This agreement shall bind the parties, their heirs,
executors, administrators, successors and assigns.
10. If any provision of this agreement shall be determined to
be illegal or unenforceable, such provision shall be severable
herefrom and the balance of this agreement shall remain in full
force and effect.
11. This agreement is without prejudice to the rights of BBL
under any agreements entered into between the parties or under any
assignments previously given by the Consultant.
IN WITNESS WHEREOF the parties have set their hands a and seals
this 24th day of January, 2000.
/s/ Xxxxx X. Xxxxx /s/ Xxxxxx Viagrew
Xxxxx X. Xxxxx Witness
BBL TECHNOLOGIES INC.
Per: /s/ X. Xxxxx, CEO
Authorize Officer
