SENSE TECHNOLOGIES INC. 2535 N. Clanton Avenue Grand Island, Nebraska 68803 t: 308.381.1135
Exhibit 10.1
SENSE TECHNOLOGIES INC.
0000 X.
Xxxxxxx Xxxxxx
Xxxxx Xxxxxx, Xxxxxxxx 00000
t: 308.381.1135
September 14, 2005
Xxxxxxx Xxxx
City Legal White Frirs
0 Xxxxxxxxxx
Xxxxxx XX XX0X0X0
Re: Agreement to provide European market consulting and advisory services |
This letter agreement sets forth the terms whereby you will provide consulting and advisory services to Sense Technologies Inc. ("Sense") with respect to the distribution and promotion in Europe of Sense's automotive safety products.
1. | Your responsibilities will include the
following: |
|
a. |
During the currency of this Agreement you will work
diligently to evaluate and provide marketing opportunities with major
automotive product distributors for the marketing and sales of our Guardian
Alert® (in countries with appropriate technical certification requirements)
and ScopeOut® products in the European Market. |
|
b. |
You will use best-efforts to obtain grant and other
publicly-disbursed funds of a type not repayable by Sense (or any company
owned or controlled by Sense or affiliated with Sense) with which to promote
Sense's automotive safety products. |
|
c. |
You will dedicate sufficient time to the provision
of the tasks described in sections 1 and 2 above. |
|
d. |
You will provide a written update and progress report
to the president of Sense at least once every 30 days respecting the responsibilities
as described in sections 1 and 2 above. Sense will review this Agreement
after six months and may adjust the terms hereof in consultation with
you. |
|
2. | In consideration for your signing this
Agreement, and to provide you with an equity position that reflects your
role in the establishment of a European marketing and sales strategy,
Sense will issue to you 500,000 shares (the “Shares”)
at a deemed price of USD$0.33 per share. Sense will use reasonable best
efforts to ensure the shares are not “restricted securities”
under U.S. securities laws, including filing a registration statement
on Form S-8 with the U.S. Securities and Exchange Commission. You agree
to take, and authorize Sense to take, all reasonable steps to ensure compliance
with U.S. securities laws in connection with the resale of the Shares.
|
3. | You agree that this Agreement does not confer upon
you any authority to bind the company with respect to any contract, other
agreement, commitment, or obligation, and you agree not to represent to
any third party that you have such authority. Sense will specifically
authorize you in writing should such binding authority be required in
any specific case. |
4. | During the currency of this Agreement and for a period
of one year thereafter, you agree not to take any action that could reasonably
be expected to result in the loss of market share or market opportunity
for Sense or that would compete with the business of Sense, other than
any actions taken that are an ordinary part of your existing business
activities. |
5. | You have had the opportunity to obtain, and are solely
responsible for obtaining, independent legal, tax and investment advice
in respect of this Agreement and the Shares, and you understand the risks
associated with an investment in the Shares. |
6. | You will be responsible for your own expenses incurred
in connection with this Agreement, unless an expense is specifically approved
by Sense for re-imbursement. |
7. | You understand that it is your responsibility to
ensure compliance with the securities laws of your jurisdiction of residence
in connection with this Agreement and the receipt of the Shares. |
8. | Sense may terminate this Agreement in its sole discretion
at any time with or without cause or reason. |
Please confirm your agreement to the foregoing terms by signing below where indicated. Signatures in counterparts and by fax or PDF document format will be accepted as binding.
Yours truly,
Sense Technologies Inc.
Per: /s/ Xxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx, President
I agree to the foregoing terms and conditions effective the date referenced above.
/s/ Xxxxxxx Xxxx | |
Xxxxxxx Xxxx |