INVESTOR RELATIONS AGREEMENT
THIS
INVESTOR RELATIONS AGREEMENT (“Agreement”) is made and
entered into in duplicate effective this 1st day of September, 2005 (“Effective
Date”), by and among MICRON ENVIRO SYSTEMS, INC., a Nevada
corporation of 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxx X0X 0X0 (“Corporation”), and Xxxxx Xxxxxxxxx, of #406 -
3625 Windcrest Drive, North Vancouver, British Columbia, Canada V7G 2S6
(“Consultant”).
1.
Term
of Agreement. The respective
duties and obligations of the parties shall commence on the Effective Date
and
shall continue for a period of twelve (12) months or until terminated by either
of the parties as specified below. In the event either party to this
Agreement desires to terminate this Agreement prior to expiration of that twelve
(12) month period, that party shall provide to the other party notice of that
party’s intention to so terminate this Agreement, and which notice shall specify
the date of termination of this Agreement; provided, however, that such date
of
termination shall not be sooner than thirty (30) days after the date that such
notice is given to such other party.
2.
Consultations. The Consultant shall make itself available to
consult with the directors and the officers of the Corporation, at reasonable
times, concerning any issue of importance regarding certain opportunities
available to the Corporation and other relevant matters relating to the business
of the Corporation. Specifically, it is anticipated that the Consultant shall
(i) assist the directors and officers in the preparation, filing and
distribution of relevant information; (ii) assist the directors and officers
regarding communications and correspondence; and (iii) such other services
as
agreed. (“Services”)
3.
Compensation. In
consideration and
compensation for the provision of the Services, the Corporation shall issue
to
the Consultant one hundred thousand (100,000) of the Corporation’s common stock
and the certificate for those shares shall specify the typical Rule 144 legend.
4.
Management
Power of the
Consultant. The business affairs of the Corporation and the
operation of business of the Corporation shall be conducted by the officers,
administrative staff and employees of the Corporation. It is not the intention
of the Corporation to grant or delegate to the Consultant, and the Corporation
does not hereby grant or delegate to the Consultant any power of direction,
management, supervision and control of the administrative staff or other
employees of the Corporation.
5.
Consultant
to Act as Agent. From
time to time, the Corporation may deem it advisable to enter into agreements
with various persons. Regarding those agreements, the Consultant shall be,
and hereby is, designated as an agent of the Corporation for the purpose of
negotiating the terms and conditions of those agreements. The Consultant,
however, shall not obligate the Corporation to any such agreement without first
obtaining the approval of the terms and conditions of any such agreement from
the Board of Directors of the Corporation.
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6.
Confidential
Information and Trade
Secrets.
a.
In
the course of the discharge of the Consultant’s duties to the
Corporation, as a result of Consultant’s relationship with the Corporation, the
Consultant shall have access to, and become acquainted with, information
concerning the business of the Corporation, including, but not necessarily
limited to, financial, personnel, credit, sales, planning and other information
which is owned by the Corporation and used regularly in the operation of the
business of the Corporation, and this information constitutes trade secrets
of
the Corporation.
b.
During
the term of this Agreement and at all times thereafter, the
Consultant shall not disclose any such trade secrets, directly or indirectly,
to
any other person or use those secrets in any way, except as is required to
carry
out, perform and effectuate the services contemplated by the provisions of
this
Agreement.
c.
The
sale or unauthorized use or disclosure of any of the
Corporation’s trade secrets obtained by the Consultant during the Consultant’s
relationship with the Corporation, including information concerning the
Corporation’s current or any future or proposed transactions, services, or
products, the facts that any such transactions, services, or products are
planned, being considered or in process, as well as any descriptions thereof,
constitute unfair competition. The Consultant shall not engage in any unfair
competition with the Corporation, either during the term of this Agreement
or at
any time thereafter.
d.
All
files, discs, documents, writings, records, drawings,
specifications, equipment and similar items relating to the business of the
Corporation are, and shall remain, exclusively the property of Client.
7.
Ownership
of Books, Records, and
Papers.
a.
All
records of the accounts of customers, debtors, service
providers, suppliers, distributors, clients, and any other records and books
relating in any manner whatsoever to the conduct of the Corporation’s business
during the term of this Agreement, whether prepared by the Consultant or
otherwise coming into the Consultant’s possession, shall be the exclusive
property of the Corporation.
b.
All
such books and records shall be returned immediately to the
Corporation by the Consultant on any termination of this Agreement.
8.
Registration
Status of
Consultant. The Consultant is not engaged in the business
of effecting transactions in securities for the accounts of others. The
Consultant is not registered with any agency as a broker-dealer, investment
advisor or investment manager, and, as a result, is precluded by law from
providing to the Corporation services which would be considered to be those
of a
broker-dealer, investment advisor or investment manager in connection with
the
placement, offer or sale of securities of the Corporation. None of the services
to be provided by the Consultant pursuant to the provisions of this Agreement
are intended to be or shall be construed as offering or selling securities,
or
providing investment, legal or tax advice.
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9.
Services
of Consultant Not
Exclusive. The Consultant may represent, perform services for, and
be employed by, any additional persons as the Consultant, in the Consultant’s
sole and absolute discretion, determines to be necessary or appropriate.
10.
Employment
of Assistants. If it
is necessary for the Consultant to have the aid of
assistants
or the services of other person, in order to perform
the duties and obligations required of the Consultant pursuant to this
Agreement, the Consultant may from time to time, employ, engage or retain the
services of such other person, with the Corporations prior written
consent.
11.
Relationship
Created. The
Consultant is not an employee of the Corporation for
any
purpose whatsoever, but the Consultant is an independent
contractor. The Corporation is interested only in the results obtained by
the Consultant, who shall have the sole and exclusive control of the manner
and
means of performing pursuant to this Agreement. The Corporation shall not
have the right to require the Consultant to collect accounts, investigate
customer or shareholder complaints, attend meetings, periodically report to
the
Corporation, follow prescribed itineraries, keep records of business transacted,
make adjustments, conform to particular policies of the Corporation, or do
anything else which would jeopardize the relationship of independent contractor
among the Corporation and the Consultant. All expenses and disbursements,
including, but not limited to, those for travel and maintenance, entertainment,
office, clerical and general administrative expenses, that may be incurred
by
the Consultant in connection with this Agreement shall be borne and paid wholly
and completely by the Consultant, and the Corporation shall not be in any way
responsible or liable therefor.
12.
Indemnification. Each
party shall
save the other party harmless from and against
and
shall indemnify the other party for any liability, loss,
costs, expenses, or damages however caused by reason of any injury (whether
to
body, property, or personal or business character or reputation) sustained
by
any person or to any person or to property by reason of any act, neglect,
default, or omission of such party or any of such party’s agents, employees, or
other representatives, and, such party shall pay any and all amounts to be
paid
or discharged in case of an action or any such liability less costs, expenses,
or damages. If either party is sued in any court for damages by reason of
any of the acts of the other party referred to in this paragraph, such other
party shall defend said action (or cause same to be defended) at such other
party’s own expense and shall pay and discharge any judgment that may be
rendered in any such action; if such other party fails or neglects to so defend
in said action, the party sued may defend the same and any expenses, including
reasonable attorneys’ fees, which such party may pay or incur in defending said
action and the amount of any judgment which such party may be required to pay
as
a result of said action shall be promptly reimbursed upon demand. The
indemnification specified by the provisions of this section shall survive the
termination of this Agreement.
13.
Governmental
Rules and
Regulations. The provisions of this Agreement and the
relationship
contemplated by the provisions of this Agreement are
subject to any and all present and future orders, rules and regulations of
any
duly constituted authority having jurisdiction of that relationship.
14.
Entire
Agreement. This Agreement
is the final written expression and the complete and exclusive statement of
all
the agreements, conditions, promises, representations, warranties
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and
covenants between the parties with respect to the subject
matter of this Agreement, and this Agreement supersedes all prior or
contemporaneous agreements, negotiations, representations, warranties,
covenants, understandings and discussions by and between and among the parties,
their respective representatives, and any other person, with respect to the
subject matter specified in this Agreement.
15.
Number
and Gender. Whenever the
singular number is used in this Agreement, and when required by the context,
the
same shall include the plural, and vice versa; the masculine gender shall
include the feminine and neuter genders, and vice versa; and the word "person"
shall include corporation, firm, trust, estate, joint venture, governmental
agency, sole proprietorship, political subdivision, company, congregation,
organization, fraternal order, club, league, society, municipality, association,
joint stock company, partnership or other form of entity.
16.
Execution
in Counterparts. This
Agreement may be prepared in multiple copies and forwarded to each of the
parties for execution. All of the signatures of the parties may be affixed
to one copy or to separate copies of this Agreement and when all such copies
are
received and signed by all the parties, those copies shall constitute one
agreement which is not otherwise separable or divisible.
17.
Assignability. Neither
party shall
sell, assign, transfer, convey or encumber this Agreement or any right or
interest in this Agreement or pursuant to this Agreement, or suffer or permit
any such sale, assignment, transfer or encumbrance to occur by operation of
law
without the prior written consent of the other party. In the event of any
sale, assignment, transfer or encumbrance consented to by such other party,
the
transferee or such transferee's legal representative shall agree with such
other
party in writing to assume personally, perform and be obligated by, the
covenants, obligations, warranties, representations, terms, conditions and
provisions specified in this Agreement.
18.
Severability. In
the event any
part of this Agreement or the subject matter of this Agreement, for any reason,
is determined by a court of competent jurisdiction to be invalid, such
determination shall not affect the validity of any remaining portion or subject
matter of this Agreement, which remaining portion or subject matter shall remain
in full force and effect as if this Agreement had been executed with the invalid
portion or subject matter thereof eliminated. It is hereby declared the
intention of the parties that they would have executed the remaining portion
or
subject matter of this Agreement without including any such part, parts, portion
or subject matter which, for any reasons, may be hereafter determined to be
invalid.
19.
Captions
and
Interpretations. Captions of the sections of this Agreement are
for convenience and reference only, and the works specified therein shall in
no
way be held to explain, modify, amplify or aid in the interpretation,
construction, or meaning of the provisions of this Agreement. The language
in all parts to this Agreement, in all cases, shall be construed in accordance
with the fair meaning of that language as if prepared by all parties and not
strictly for or against any party. Each party and counsel for such party
have reviewed this Agreement. The rule of construction which requires a
court to resolve any ambiguities against the drafting party shall not apply
in
interpreting the provisions of this Agreement.
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20.
Modification. No
modification,
supplement or amendment of this Agreement or of any covenant, representation,
warranty, condition, or limitation specified in this Agreement shall be valid
unless the same is made in writing and duly executed by both parties.
21.
Further
Assurances. The parties shall from time to time
sign and deliver any additional instruments and take any additional actions
as
may be necessary to effectuate the intent and purposes of this Agreement.
22.
Successors
and Assigns. This
Agreement and each of its provisions shall obligate the heirs, executors,
administrators, successors, and assigns of each of the parties. Nothing
specified in this section, however, shall be a consent to the assignment or
delegation by any party of such party's respective rights and obligations
created by the provisions of this Agreement.
23.
Survival
of Representations and
Warranties. All representations and warranties made by each party
to this Agreement shall be deemed made for the purpose of inducing the other
party to enter into and execute this Agreement. The representations and
warranties specified in this Agreement shall survive the termination of this
Agreement and shall survive any investigation by either party whether before
or
after the execution of this Agreement.
24.
Concurrent
Remedies. No right or
remedy specified in this Agreement conferred on or reserved to the parties
is
exclusive of any other right or remedy specified in this Agreement or by law
or
equity provided or permitted; but each such right and remedy shall be cumulative
of, and in addition to, every other right and remedy specified in this Agreement
or now or hereafter existing at law or in equity or by statute or otherwise,
and
may be enforced concurrently therewith or from time to time. The
termination of this Agreement for any reason whatsoever shall not prejudice
any
right or remedy which any party may have, either at law, in equity, or pursuant
to the provisions of this Agreement.
25.
Governing
Law. This Agreement shall be
deemed to have been entered into in the City of Vancouver, Province of British
Columbia, and all questions concerning the validity, interpretation, or
performance of any of the terms, conditions and provisions of this Agreement
or
of any of the rights or obligations of the parties shall be governed by, and
resolved in accordance with, the laws of the Province of British Columbia,
without regard to conflicts of law principles. Any and all actions or
proceedings, at law or in equity, to enforce or interpret the provisions of
this
Agreement shall be litigated in courts having situs within the City of
Vancouver, Province of British Columbia. No claim, demand, action,
proceeding, litigation, hearing, motion or lawsuit resulting from or with
respect to this Agreement shall be commenced or prosecuted in any jurisdiction
other than the Province of British Columbia, and any judgment, determination,
finding or conclusion reached or rendered in any other jurisdiction shall be
null and void. Each party hereby consents expressly to the jurisdiction of
any court located within the Province of British Columbia and consents that
any
service of process in such action or proceeding may be made by personal service
upon such party wherever such party may be then located, or by certified or
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registered
mail directed to such party at such party's last known
address.
26.
Consent
to Agreement. By
executing this Agreement, each party, for itself represents such party has
read
or caused to be read this Agreement in all particulars, and consents to the
rights, conditions, duties and responsibilities imposed upon such party as
specified in this Agreement. Each party represents, warrants and covenants
that such party executes and delivers this Agreement of its own free will and
with no threat, undue influence, menace, coercion or duress, whether economic
or
physical. Moreover, each party represents, warrants, and covenants that
such party executes this Agreement acting on such party's own independent
judgment and upon the advice of such party's counsel.
MICRON
ENVIRO SYSTEMS, INC.,
CONSULTANT
a
Nevada corporation
Per:
/s/
Xxxxxxx XxXxxxxxx
/s/
Xxxxx Xxxxxxxxx
__________________
____________________
Authorized
Signatory
Xxxxx
Xxxxxxxxx
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