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THIS CONSULTING AGREEMENT MADE this 26 day of June 1998.
BETWEEN:
PUSH TECHNOLOGIES INC.
a body corporate, incorporated under
the laws of the Province of Alberta,
(hereinafter referred to as "PUSH")
OF THE FIRST PART
- and -
P. XXXXXXX XXXX,
residing at the City of Calgary, in the Province of Alberta,
(hereinafter referred to as "the CONSULTANT")
OF THE SECOND PART
WHEREAS PUSH is the owner of all right, title and interest in and to a
system of computer generated two to three dimensional conversion process for
film and video, which it intends to further develop and to then market and
distribute (hereinafter called "the SYSTEM");
AND WHEREAS the CONSULTANT has skills and experience computer systems
and software and digital video editing (hereinafter called "the SERVICES");
AND WHEREAS PUSH requires that the SERVICES be assigned to the
CONSULTANT and be carried out by the CONSULTANT;
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AND WHEREAS the parties wish to enter into this Agreement for the
purpose of appointing the CONSULTANT to perform the SERVICES, the manner in
which the SERVICES will be performed and the payment for the SERVICES.
NOW THEREFORE THIS INDENTURE WITNESSETH that in consideration of the
mutual covenants and agreements herein contained and subject to the terms and
conditions hereinafter set out, the parties hereto agree, one with the other as
follows:
1. The CONSULTANT shall provide the SERVICES.
2. The CONSULTANT shall devote all of his efforts and full time to
providing the SERVICES in a timely fashion except where altered by
agreement between the CONSULTANT and PUSH, provided that the CONSULTANT
shall be permitted an aggregate of three (3) weeks absence in each
calendar year.
3. PUSH shall pay to the CONSULTANT, consulting fees at the rate of
$3,000.00 for each month which the CONSULTANT shall devote to providing
the SERVICES.
4. In no event shall the CONSULTANT invoice PUSH in any consecutive twelve
(12) month period for the SERVICES in excess of the aggregate total of
$36,000.00, without the written approval of PUSH first had and
obtained.
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5. PUSH shall either pay or reimburse the CONSULTANT, as the case may be
for all travel, automotive, accommodation and living expenses
reasonably incurred by the CONSULTANT in the carrying on the business
of PUSH.
6. Within ten (10) days of the end of each calendar month of the term of
this Agreement the CONSULTANT shall invoice PUSH for the SERVICES
rendered and expenses incurred by the CONSULTANT for such month and
which invoice shall particularize the total hours expended, a
description of the SERVICES provided for such month and the expenses
incurred with receipts or vouchers attached during such month and which
invoice shall be paid by PUSH within fifteen (15) days of the receipt
of such invoice.
7. The CONSULTANT shall promptly advise PUSH in writing at the request of
PUSH as to the progress and status of the SERVICES, both completed and
scheduled, and shall respond verbally at the request of PUSH to any
inquiries made by PUSH in that regard.
8. The CONSULTANT shall report as required by the terms of this Agreement
and take such direction and instruction as may be necessary to carry
out the terms hereof from XXXX XXXXXXX or such other person as may be
designated from time to time by PUSH.
9. The CONSULTANT covenants and agrees to execute and deliver the standard
NON-DISCLOSURE AND NON-COMPETION AGREEMENT of PUSH and its parent, Push
Entertainment Inc., in conjunction with the execution and delivery of
this Agreement.
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10. The CONSULTANT shall ensure that all the CONSULTANT'S employees, agents
and contractors do not discuss, divulge or in any way pass on or
utilize in any manner whatsoever, any information communicated to or
acquired by them concerning the SYSTEM or the business or affairs of
PUSH or its said parent.
11. The CONSULTANT shall not disclose the terms or the existence of this
Agreement without the written consent of PUSH first had and obtained.
12. With respect to the SERVICES, the CONSULTANT agrees that any systems or
processes created by the CONSULTANT specifically for the SYSTEM or the
business or operations of PUSH and any rights of invention , patents,
industrial designs or other propriety rights thereto shall belong to
and be the property of PUSH.
13. Upon the completion of the SERVICES or the termination of this
Agreement the CONSULTANT shall deliver to PUSH copies of all material
created by the CONSULTANT in a form and format specified by PUSH and
the CONSULTANT shall then cause all of the CONSULTANT'S files to be
deleted and shall destroy any and all materials not returned to PUSH.
14. This Agreement may be terminated by either party at any time on thirty
(30) days notice to the other.
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15. This Agreement shall be governed by and construed in accordance with
the laws of the Province of Alberta.
16. This Agreement may be amended or modified only by an instrument signed
by each of the parties.
17. No notice, demand, invoice or other communication to be sent or given
hereunder shall be effective until delivered and shall be delivered to
each of the parties at the following addresses:
PUSH TECHNOLOGIES INC.
000, 000 - 0xx Xxxxxx XX
Xxxxxxx, Xxxxxxx, Xxxxxx,
X0X 0X0
P. XXXXXXX XXXX
000 - 00X Xxxxxx XX
Xxxxxxx, Xxxxxxx, Xxxxxx,
X0X 0X0
and either party may change the address for service by notice to the
other and which shall stipulate the new address and the effective date.
18. Should one or more provisions of this Agreement be held invalid,
illegal or unenforceable, the remaining provisions shall be construed
as if such invalid, illegal or unenforceable provision had never been
included.
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19. The waiver by one party of the performance of any agreement, covenant,
condition or requirement contained in this Agreement shall not
invalidate this Agreement nor shall such waiver be construed or
considered to be a waiver of the strict performance of any other
agreement, covenant, condition or promise.
20. The exercise of any remedy provided by law and by this Agreement shall
not exclude the seeking of other remedies.
21. This Agreement contains the entire agreement between the parties and it
is admitted, so that they are forever estopped from asserting to the
contrary, and there are no conditions precedent, or agreements or
warranties of any nature given or made by the parties.
22. This Agreement shall not be assigned by either of the parties hereto
without the written consent of the other.
IN WITNESS WHEREOF the parties hereto have executed this Agreement all
as of the day and year first above written.
PUSH TECHNOLOGIES INC.
Per: /s/ Illegible signature
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/s/ P. Xxxxxxx Xxxx
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P. XXXXXXX XXXX
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