CONSULTING AGREEMENT
THIS AGREEMENT is made as of the 15th day of January 2002.
BETWEEN:
THINKPATH INC. (the "Corporation")
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XXXXX X. XXXXX (the "Consultant")
WHEREAS the Corporation wishes to engage the Consultant to provide
the consulting services on the terms set out herein;
AND WHEREAS the Consultant wishes to accept this engagement by the
Corporation;
NOW THEREFORE in consideration of the mutual covenants and agreements
contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. THE CONSULTANT COVENANTS AND AGREES AS FOLLOWS:
a. to utilize the Consultant's database of marketing companies; managing
the implementation of such sources of marketing consultants and
continue to provide an assessment of such sources to the Corporation;
b. to help in the development of marketing plan(s) and strategies for
the Corporation and a road of implementation;
c. to help in the planning and implementation of the Corporations
internal and external structure.
d. to utilize the services of other consulting organizations if deemed
advisable by the Consultant.
2. THE CORPORATION COVENANTS AND AGREES AS FOLLOWS:
a. to keep the Consultant fully informed of confidential information as
it develops regarding the Corporation, its assets and financial
position. Authorize key personnel to discuss said confidential
information with the Consultant;
b. to provide a current business plan to the Consultant for analysis and
input;
c. to present the Consultant with all pertinent information of the
Company that is necessary to aid the Consultant in marketing
strategies and goals;
d. to make available key management personnel on reasonable notice for
personal and conference call meetings with the Consultant;
e. to pay the Consultant's fees and expenses when due;
f. the Corporation acknowledges that the Consultant's services provided
under this Agreement are for the purpose of marketing and no warrants
are implied as to the effect it will have on the market price of the
Corporation's stock.
3. FEE SHEDULE
As compensation for the Consultant services set out herein, the
Corporation agrees to pay the Consultant as follows:
a. Ten Thousand Dollars ($10,000.00) CAD plus applicable taxes on the
15th of each month during the term of this Agreement, commencing on
January 15th, 2002;
b. For all out of pocket expenses and expenses paid to third parties and
without limiting the generality of the foregoing shall include;
postage, couriers, office supplies, printing, photocopies, parking,
meetings etc.; to a maximum of $1,500.00 dollars per month, unless
having prior approval of the Corporation;
c. For travel expenses subject to prior approval of the Corporation;
d. Shares in the Corporation with an aggregate total of Four Hundred and
Eighty Thousand (480,000) registered upon signing, payable monthly,
having an approximate value of $86,400 US Dollars;
e. Fees and expenses are billed monthly and are due on receipt of
invoice. Amounts unpaid after 15 days bear interest at the rate of
1.5% per month.
4. TERMS OF THE AGREEMENT
This Agreement is for a term of 12 months from the date first written
above.
5. NO USE OF CONFIDENTIAL INFORMATION
During and at all times after the termination of this Agreement, the
Consultant will keep confidential all Confidential Information and
will not use, for the benefit of the Consultant or others and will
not disclose any Confidential Information to any person except in the
course of providing services under this Agreement to a person who is
employed by the Corporation or with the Corporation's prior consent
and in accordance with applicable law. The foregoing prohibition will
not apply to any Confidential Information if:
a. the Confidential Information is available to the public or in the
public domain at the time of disclosure or use;
b. the disclosure is required to be made by operation of law, in which
case the Consultant will notify the Corporation immediately upon
learning of that requirement; or
c. the disclosure is made with the Corporation's prior written approval;
d. It is understood and agreed that on termination of this Agreement the
Consultant will return to the Corporation any Confidential
Information in its possession.
6. REGULATORY APPROVAL
If any of the provisions set out in this Agreement require regulatory
approval the Corporation undertakes to forthwith upon execution of
this Agreement make application for such approval.
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7. NOTICE
Any notice or communication to be given or made under this Agreement
must be in writing to the address' as follows:
Xxxxx X. Xxxxx and: Thinkpath Inc.
000-000 Xxxxxx Xx. 00 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx Xxxxxxx, XX
X0X 0X0 X0X 0X0
Phone: (000) 000-0000 (000) 000-0000
IN WITNESS WHEREOF THE CORPORATION AND THE CONSULTANT HAVE
EXECUTED THIS AGREEMENT.
XXXXX X. XXXXX
PER: /S/ Xxxxx Xxxxx
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TITLE: CONSULTANT
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THINKPATH INC.
PER: /S/ Declan French
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TITLE: CHAIRMAN & CEO
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