EXHIBIT 10.14
SERVICES AGREEMENT
This SERVICES AGREEMENT ("Agreement") is made as of the 1st day of October
1998 (the "Effective Date") by and between CASMYN CORP., a Colorado corporation
(the "Company") and EAGLESCLIFF CORPORATION fka Xxxxx Management Inc., an
Ontario corporation ("EC").
WHEREAS, pursuant to that certain Services Agreement dated as of January
I, 1998 (the "Old Agreement") the Company retained the services of EC.
WHEREAS, the Company and EC wish to terminate the Old Agreement and enter
into a new agreement effective as of the Effective Date on the terms and
conditions set forth herein.
In consideration of the mutual covenants and agreements herein set forth,
the parties hereto agree as follows:
1. Engagement and Acceptance; Term. EC hereby agrees to make
available to the Company the services of Xxxx Xxxxx ("Xxxxx") for a term (the
"Term") commencing on the Effective Date and continuing for one (I) year (the
"Term"). Thereafter this Agreement shall continue for an indefinite period
subject to the right of any party hereto to terminate this Agreement on not less
than thirty (30) days notice.
2. Duties.
During the Term subject to the reasonable availability of Xxxxx, Xxxxx
shall perform such duties and responsibilities as shall be assigned to Xxxxx by
the Board of Directors, it being understood that the services hereunder shall
not require the full time of Xxxxx. There may be occasions when full time input
of Xxxxx may be required, as well as times when the level of input requested of
Xxxxx may be nominal. Xxxxx will report to the Board of Directors or the Acting
Chief Executive Officer. Xxxxx also agrees to serve as a Director of the Company
without additional compensation.
3. Compensation.
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A. Fees. The Company shall, during the continuance of this
Agreement, pay to EC, and EC agrees to accept, in consideration of making
Dahya's services available to the Company, the sum of (i) US$100,000 per each
twelve- month period during the Term (the "Base Fee"). The Base Fee shall be
payable in monthly payments on the first day of each month commencing on the
Effective Date.
B. Deductions. The Company shall not deduct from the Base Fee
or any other amounts payable to EC by the Company any social security taxes,
federal, state, provincial or municipal taxes or any other charges and
deductions which are required to be made from wages of employees. EC shall
indemnify and hold the Company harmless from and against damages or penalties
incurred by the Company by reason of its not withholding such amounts from
amounts payable to EC hereunder.
C. Payments under the Old Agreement. EC shall be entitled to
all amounts due under the Old Agreement through and including September 30, 1998
which shall be paid on or before the Effective Date, it being understood that
payment of such amounts shall be a condition precedent to the effectiveness of
this Agreement.
4. Reimbursement of Certain Expenses. The Company shall reimburse
Xxxxx, upon production of detailed accounts and vouchers or other reasonable
evidence of payment, all in accordance with the Company's regular procedures in
effect from time to time and in form suitable to establish the validity of such
expenses for tax purposes, all ordinary, reasonable and necessary travel,
entertainment and other expenses as shall be incurred by Xxxxx in the
performance of the services provided hereunder.
5. Confidential Information. EC and Xxxxx recognize that Xxxxx will
have contact with information of substantial value to the Company and its
subsidiaries, which is not generally known in the trade and which gives the
Company and its subsidiaries an advantage over its competitors who do not know
or use it, including, but not limited to, techniques, sales and customer
information, and business and financial information, relating to the business,
products, programs, practices or techniques of the Company and its subsidiaries
(hereinafter referred to as "Confidential Information"; provided that
Confidential Information shall not include information which (i) is or becomes
generally available to the public other than as a result of a disclosure by EC
or Xxxxx, or (ii) becomes available to EC or Xxxxx on a non-confidential basis
from a person other than the Company and its subsidiaries, but only to the
extent EC and Xxxxx has no reason to believe that such person is bound by a
confidential agreement with the Company or its subsidiaries and is not otherwise
believed by EC, and Xxxxx to be prohibited from transmitting the information to
Xxxxx or EC). EC and Xxxxx will at all times regard and preserve as confidential
such Confidential Information obtained by Xxxxx or EC from whatever source and
without the prior written consent of the Company will not, either during the
time Xxxxx is providing services hereunder or thereafter, publish or disclose
any part of such Confidential Information in any manner, or use the same except
on behalf of the Company and its subsidiaries. All records, papers, models,
programs and other documents and those kept or made by EC or Xxxxx relating to
the business or affairs of the Company and its subsidiaries and/or its clients
or customers shall be and remain the property of the Company or its
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subsidiaries, and to the extent available shall be delivered by EC and Xxxxx to
the Company as required by the Board of Directors and, in any event, upon the
expiration or earlier termination of this Agreement.
6. Termination.
This Agreement may be terminated as provided in this
Section 8 as
follows:
A. Death. In the event of Dahya's death, the Company
shall pay to EC any accrued but unpaid Base Fees to the date of death. This
Agreement shall be deemed to terminate upon the death of Xxxxx as though it
had expired by its own terms.
B. Disability. The Company may terminate this Agreement upon
written notice to EC by reason of Dahya's Disability. For the purpose of this
Agreement, "Disability" shall be defined as inability by Xxxxx, due to illness
(other than use of illegal narcotics which is covered above), accident, mental
deficiency or similar incapacity, provided the services provided herein, for a
period of 120 days in any twelve (12) month period. In the event that Company
exercises its right to terminate this Agreement pursuant to this Section 7.B,
the Company shall pay EC any accrued payments of Base Fees provided for
hereunder through the date of termination. Any payment of Base Fees hereunder
shall be proportionally reduced by any payments to EC or Xxxxx on account of any
existing disability insurance policy maintained by the Company.
7. Assignability. This Agreement and the rights and obligations of
the parties hereunder may not be assigned by EC or the Company without the prior
written consent of the other party except that either party may assign the
rights and obligations hereunder to (i) any wholly owned subsidiary of such
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party; (ii) any successor of such party by merger or consolidation or; (iii) any
entity which acquires all or substantially all of the assets of such party.
8. Governing Law. This Agreement shall be construed in
accordance with and governed by the laws of the State of Nevada applicable to
contracts executed in and to be performed solely within the State of Nevada.
9. Ability to Fulfill Obligations. Neither the Company, EC
nor Xxxxx is a party to or bound by any agreement which would be violated by
the terms of this Agreement.
10. Notice. Any notice required or permitted to be given
hereunder shall be given in writing and any be given by telex, telegram,
facsimile transmission or similar method if confirmed by mail as herein
provided and addressed as follows:
To the Company:
Casmyn Corp.
0000 Xxxx Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxx, X.X. X0X 0X0
If to EC:
0000 Xxxxxxxx Xxxx
X. Xxxxxxxxx, X.X. X0X 0X0
by mail if sent postage prepaid by registered mail, return receipt requested; or
by hand delivery to any part at the address of the party first above set forth.
If notice, direction or instruction is given by telex, telegram or facsimile
transmission or similar method or by hand delivery, it shall be deemed to have
been given or made on the day on which it was given, and if mailed, shall be
deemed to have been given or made on the third business day following the day
after which it was mailed. Any party may, from time to time, by like notice give
notice of any change of address and in such event, the address of such party
shall be deemed to be changed accordingly.
11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and
supersedes any and all prior or contemporaneous oral and prior written
agreements and understandings, including, without limitation, the Old Agreement
and that certain Severance Agreement between Xxxxx and the Company, provided,
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however, that nothing herein shall affect the continued enforceability and the
applicability of the Indemnification Agreement between the Company and Xxxxx.
There are no oral promises, conditions, representations, understandings,
interpretations or terms of any kind as conditions or inducements to the
execution hereof or in effect among the parties. No custom or trade usage, nor
course of conduct among the parties, shall be relied upon to vary the terms
hereof. This Agreement may not be amended, and no provision hereof shall be
waived, except by a writing signed by all of the parties to this agreement which
states that it is intended to amend or waive a provision of this Agreement. Any
waiver of any rights or failure to act in a specific instance shall relate only
to such instance and shall not be construed as an agreement to waiver any rights
or fail to act in any other instance, whether or not similar.
12. Severability. Should any provision of this Agreement be
unenforceable or prohibited by any applicable law, this Agreement shall be
considered divisible as to such provision which shall be inoperative, and the
remainder of this Agreement shall be valid and binding as though such provision
were not included herein.
13. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original.
14. Headings. All headings in this Agreement are for
convenience only and will not affect the meaning of any provision hereof.
15. Survival of Certain Provisions. The provisions of Section 7, 9
and 11 shall, to the extent applicable, continue in full force and effect
notwithstanding the expiration or earlier termination of this Agreement or of
EC's services hereunder in accordance with the terms of this Agreement.
16. Successors and Assigns. Except as otherwise provided herein,
this Agreement shall inure to the benefit of, and be binding upon, the Company
and any corporation with which the Company merges or consolidates, and upon EC
and Xxxxx and his executors, administrators, heirs and legal representatives.
IN WITNESS WHEREOF, EC has executed this Agreement and the Company has
caused this Agreement to be executed by a duly authorized officer as of the day
and year first above written.
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CASMYN CORP., a Colorado corporation
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: CEO and Director
By: /s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxxxxxxx Xxxxxxxx
Title: Director
EAGLESCLIFF CORPORATION fka
Xxxxx Management, Inc., an Ontario
corporation
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Director
The undersigned hereby agrees to (i) provide EC the services required of
EC hereunder, and (ii) comply with the provisions in the foregoing Services
Agreement which are applicable to me personally.
/s/ Xxxx X. Xxxxx
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Xxxx X. Xxxxx
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