Exhibit 4.6
DUE DILIGENCE SERVICE AGREEMENT
THIS AGREEMENT made and entered into this 6th day of February 2004, by and
between XX. XXXX MEDWEDRICH hereinafter referred to as "Consultant" and
MERIDIAN CO., LTD. hereinafter referred to as "Company".
WITNESSETH:
For and in consideration of the mutual promises and covenants contained herein
the parties hereto agree as follows:
1. ENGAGEMENT. Company hereby hires and engages CONSULTANT as an
independent contractor on an exclusive basis; and, CONSULTANT does hereby
accept engagement as an independent contractor by the Company upon the terms
and conditions hereinafter set forth.
2. OBJECT OF THE DUE DILIGENCE REVIEW. The due diligence review shall
relate exclusively to the elements described in the attached appendix.
3. CONSULTANT'S COMPENSATION. Company hereby covenants and agrees to pay,
a total compensation to CONSULTANT of $ 44,000 US or 275,000 of the
Company's common shares ($0.16 US per share).
4. COMPANY'S DUTIES AND OBLIGATIONS. Company shall have the following
duties and obligations under this Agreement.
4.1. Cooperate fully and timely with CONSULTANT so as to enable CONSULTANT to
perform its obligations under this Agreement.
4.2. Immediately pay all costs and expenses incurred by CONSULTANT under the
provisions of this Agreement when presented with invoices for the same by
CONSULTANT.
4.3. Give full disclosure of all material facts concerning the Company to
CONSULTANT and to up date such information on a timely basis.
5. CONSULTANT CONFIDENTIALITY AGREEMENT. CONSULTANT acknowledges that during
the performance of its duties and obligations pursuant to this Agreement it
shall receive information on the Company which is not known to the public; i.e.,
confidential information. CONSULTANT will use the Company's confidential
information only for the purposes of fulfilling its duties and obligations under
this Agreement and for no other purpose; nor, shall CONSULTANT disclose to
others such confidential information, except to those individuals or entities
who are directly involved in CONSULTANT's performance under this Agreement, each
of such individuals or entities having first agreed, in writing, to be bound by
the provisions of this paragraph. CONSULTANT's obligations of confidentiality
shall not apply to information (i) known to or owned by CONSULTANT prior to the
date of this Agreement, (ii) developed by CONSULTANT independent of the Company,
(iii) was at the time of disclosure to CONSULTANT or thereafter became public
acknowledge through no fault or omission of CONSULTANT; or, (iv) was lawfully
obtained by CONSULTANT from a third party under no obligation of confidentiality
to the Company. Upon completion of its services and upon the Company's written
request, all materials, including original documentation, provided by the
Company to CONSULTANT will be returned to the Company.
6. LIMITATION OF CONSULTANT LIABILITY. If CONSULTANT fails to perform its
duties and obligations hereunder, its maximum liability to the Company shall not
exceed the lesser of (i) the amount of cash compensation CONSULTANT has received
from the Company under Paragraph 3 of this Agreement; or, (ii) the actual damage
suffered by the Company as a result of such non-performance. IN NO EVENT WILL
CONSULTANT BE LIABLE FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES NOR FOR
ANY CLAIM AGAINST THE COMPANY BY ANY PERSON OR ENTITY ARISING FROM OR IN ANY WAY
RELATED TO THIS AGREEMENT, UNLESS SUCH DAMAGES RESULT FROM THE USE, BY
CONSULTANT, OF INFORMATION NOT AUTHORIZED BY THE COMPANY.
7. MISCELLANEOUS.
7.2. Entire Agreement. This Agreement represents the entire Agreement between
the parties in relation to the subject matter hereof and supersedes all prior
agreements between such parties relating to such subject matter.
7.3. Amendment of Agreement. This Agreement may be altered or amended, in
whole or in part, only in writing signed by the party against whom enforcement
is sought.
7.4. Waiver. No waiver of any breach or condition of this Agreement shall be
deemed to be a waiver of any other subsequent breach or condition, whether of a
like or different nature.
7.5. Arbitration. Except as to a monetary default by Company hereunder, any
controversy, dispute or claim arising out of or relating to this Agreement or
the breach thereof shall be settled by arbitration. Arbitration proceedings
shall be conducted in accordance with the rules then prevailing of the American
Arbitration Association or any successor. The award of the Arbitration shall be
binding on the Parties. Judgment shall be entered upon an award of a majority
of the arbitrators filed in a court of competent jurisdiction and confirmed by
such court. Venue for Arbitration proceedings shall be Vancouver, British
Columbia. The Parties consent that the costs of arbitration, attorneys' fees
of the Parties, together with all other expenses shall be paid as provided in
the Arbitration award.
7.6. Currency. In all instances, references to monies used in this Agreement
shall be deemed to be United States dollars.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date and
year first above written.
Meridian Co., Ltd.
/S/Xxxxx Xxxxx Myeong FEBRUARY 6TH 2004
By: ______________________________________________ _________________
Xxxxx Xxxxx Xxxxxx, CEO/President Date
Xxxx Medwedrich
/S/XXXX MEDWEDRICH FEBRUARY 6TH 2004
By: ______________________________________________ _________________
XXXX MEDWEDRICH Date
Appendix
Due Diligence Checklist
Corporate and Organizational
1. Certified copy of certificate of incorporation of the Company, as currently
in effect.
2. Certified copy of bylaws of the Company, as currently in effect.
3. Access to minute books of the Company (or copies thereof).
4. Access to stock books and stock transfer ledgers of the Company.
5. List of states and foreign countries in which the Company is qualified to do
business, including names and addresses of registered agents, and list of states
and foreign countries in which the trade names of the Company are registered.
6. Long-form Good Standing Certificate, including payment of taxes for state of
incorporation and every state and foreign country in which the Company is
qualified to do business.
7. List of states and foreign countries in which tax returns are filed because
of the ownership of property or conduct of business by the Company.
8. List of states and foreign countries, if any, in which the Company is not
qualified to do business and does not file tax returns but in which it maintains
an office, a stock of goods, employees, or an agent who is a resident of any
state in which he or she solicits orders.
9. Current organizational chart for the Company and subsidiaries, operating
divisions and hierarchy of officers.
10. All names under which the Company or any predecessor thereof has done
business in the past five years.
Securities
Business Descriptions
Financial Documents
Financial Statements
Tax Matters
Officers and Directors, Employees, benefit Plans and Labor Disputes
Properties, Leases and Insurance
Intellectual Property (Patents, Trademarks, Copyrights, Trade Secrets
Contract and Arrangements
Litigation
Environmental and Related Matters
Receivables
Acquisition Documents and Sale of Securities
Liabilities
Transactions with Officers, etc.
Filings and Reports
Licenses
Consents
Miscellaneous
