THIS AGREEMENT is dated this day of ,1998.
BETWEEN: SOLPOWER CORPORATION
0000 Xxxx Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000
(the "Client")
OF THE FIRST PART
AND: XXXXX XXXXXXXX
of Scottsdale, Arizona
(the "Consultant")
OF THE SECOND PART
WHEREAS:
1. The Consultant has certain expertise and contacts in the territory
specified in Schedule 1 for the development of local markets, product
marketing, finance and negotiations for commercial transactions.
2. The Client has agreed to utilize the services of the Consultant on the
terms and conditions set out in this agreement.
NOW THE PARTIES HERETO AGREE:
1. The Consultant is authorized by the Client to negotiate with parties
deemed by the Consultant to qualify as suitable for entering into any
satisfactory agreements with the Client, with respect to the objective
set out in Schedule 1 hereto.
2. The Client has agreed to utilize the services of the Consultant and the
Consultant hereby warrants and acknowledges that in the performance of
its duties and obligations hereunder it is intended to be at all times an
independent Consultant.
3. The Consultant will refrain from disclosing any material or information
given to the Consultant by the Client if such material or information is
specifically stated by the Client in writing in Schedule 2 hereof and
should any other materials or information be given to the Consultant in
the course of any meeting or briefing with the Client, then such
materials or information may be disclosed to any person or company with
whom the Consultant will exercise reasonable prudence and business
confidentiality in so disclosing material or information.
4. The Consultant agrees that this agreement confers no authority to bind
the Client in respect of any contract resulting from negotiations
undertaken by the Consultant in the course of this consultancy, and no
representation or warranty shall be given by the Consultant on behalf of
the Client such as to legally bind the Client except with the written
authority of the Client first being obtained.
5. Upon concluding negotiations, investigations or other services on behalf
of the Client, the Consultant shall report the outcome of such
negotiations, investigations or other services directly to the Client
forthwith and in full and shall present any
materials, information, draft contracts, letters of offer or notices of
intention to proceed directly to the Client as soon as possible after
their receipt by the Consultant.
6. The Consultant and Client agree to keep the existence of this agreement
and the scope and nature of this agreement strictly confidential except
in cases where both parties hereto agree that disclosure of this
agreement is in the interests of the objectives of this agreement and
except in cases whether either party wishes to pursue to enforcement of
its rights pursuant to this agreement or is otherwise required by law to
make disclosure of this agreement.
7. The Client acknowledges that the Consultant is an independent Consultant
and that the Consultant contracts to supply the services referred to in
the Schedule hereto and further that in no circumstances shall the
Consultant, its employees, servants or agents be deemed to be an
employee, servant or agent of the Client. The Consultant acknowledges
that neither it nor its employees, servants or agents have any claim upon
the Client in respect of annual leave, public holidays, sick leave, long
service leave, other entitlements or otherwise in respect of any claims
under relevant Worker's Compensation Legislation or any other Legislation
or regulations affecting or relating to the relationship between an
employer and employee.
8. Subject to Clause 9 the Client shall pay to the Consultant a fee for
services provided hereunder in the amount and in the manner as set out in
Schedule 3 of this agreement. The fees payable hereunder shall be subject
to an annual review by the parties providing that in no circumstances
shall the fees be reduced.
9. In the event of death or permanent incapacity of the Consultant, the
Consultant's spouse shall receive any compensations owed to the
Consultant and will continue to receive commissions pursuant to the
agreement for a period of 12 months after such circumstances occurring.
10. It is envisaged by the parties that from time to time the Consultant may
not be available to provide continuous services to the Client having
regard to other consulting arrangements the Consultant may have now or in
the future.
11. All reasonable travel, accommodation, entertainment, telephone and other
such expenses incurred by the Consultant in the provision of services
hereunder shall be reimbursed by the Client on a monthly basis subject
to:
(a) The Consultant providing to the Client upon request satisfactory
documentary evidence of such expenses.
(b) The Consultant obtaining prior approval from the Client before
incurring expenses other that of an incidental or recurring
nature.
12. The Consultant acknowledges that he shall be solely responsible for
payment of the Consultant's own income tax and consents to the Client
furnishing the Internal Revenue Service with the Consultant's name,
address and all details of payments made to the Consultant by the Client.
13. The Client agrees that irrespective of the method of calculation of the
consultancy fee to be paid to the Consultant, that such fees fairly
represents reasonable remuneration to the Consultant for work actually
performed by the Consultant and
acknowledges that the amount of the fee has been agreed between the
parties after consideration of the work involved.
14. Term
The agreement will extend for a period of three (3) years.
15.1 Termination
Either party shall have the right to terminate this agreement forthwith
by written notice to the other:-
(a) In the event that the other shall be guilty of any breach,
non-observance or non-performance of its obligations hereunder or
any of them and shall not have remedied such breach,
non-observance or non-performance (if it is capable of remedy)
within fourteen (14) days after notice thereof in writing; or
(b) In the event that the other shall be unable to pay its debts in
the ordinary course of business or to enter into liquidation or
have a receiver appointed whether compulsorily or otherwise.
15.2 The termination of this agreement for any reason shall be without
prejudice to the rights and obligations of the parties accrued up to and
including the date of such termination.
15.3 If by reason of any fact, circumstance, matter or thing beyond the
reasonable control of the Client or the Consultant, either is unable to
perform in whole or in part any obligation under this agreement, to the
extent and for the period that it is unable to perform, shall not be
liable to the party to this agreement in respect of such inability.
16. New Waiver
The failure of either party at any time to enforce a provision of this
contract shall in no way constitute a waiver of the provision nor in any
way affect the validity of this agreement or any part thereof or the
right of such party thereafter to enforce each and every provision
herein.
17. Governing Law
This agreement shall be deemed to have been made in USA. It shall be
construed in accordance with the laws of USA and the parties hereto agree
to submit to the non-exclusive jurisdiction of the Courts of USA, in
matters relating to this agreement.
18. Notice
Any notice, requests, demands and other communications required to be
given hereunder shall be in writing and sent by prepaid registered mail,
cable, telex, address as stated on the face hereof or at such other
address as my be noticed to the other in writing. Every notice shall be
deemed to have been given and received at the time when in the ordinary
course of transmission it should have been delivered at the address or
number to which it was sent.
IN WITNESS WHEREOF the parties hereto executed this agreement on the day and
date first stated.
THE COMMON SEAL OF
SOLPOWER CORPORATION
was hereto affixed by authority of
the Board of Directors in the presence
of:
/s/ Xxxxx X. Xxxxx
-------------------------------- C/S
Chief Executive Officer
SIGNED SEALED AND
DELIVERED BY THE SAID /s/ XXXXX XXXXXXXX
XXXXX XXXXXXXX ----------------------------
presence of: XXXXX XXXXXXXX
Witness /s/
-------------------------
SCHEDULE 1
OBJECT OF CONSULTANCY
1. To assist in the negotiation of any commercial arrangements for and on
behalf of the Client.
2. To assist from time to time in the administration and enforcement of any
ongoing obligations between the Client and any party introduced by the
Consultant at the request of the Client.
3. To identify licensees for a fuel related product known as "Soltron".
MARKETING TERRITORY
1. SOLPOWER GREAT LAKES territory of the United States.
SCHEDULE 2
CONFIDENTIAL INFORMATION
All information passing between the parties from time to time in respect to the
product.
1. Soltron
SCHEDULE 3
COMPENSATION FOR SERVICES
1. 2.5% of any deposit on the License Fee paid when received by the Client.
2. Advance fees in the amount of $1500.00 per month commencing 30 days after
any payment paid pursuant to item 1 of this Schedule 3 and continuing for
a maximum period of 6 months or such earlier date as determined by the
Client in its sole discretion.
3. 2.5% of any License Fee paid when received by the Client less any amounts
paid by Client pursuant to items 1 and 2 of this Schedule 3.
