TIREX CANADA R & D INC.
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CONSULTING AGREEMENT
CONSULTING AGREEMENT, made this 15th day of February, 2000, to be
effective April 25, 1999 (the "Effective Date") between Tirex Canada R & D Inc.
(the "Corporation"), and Xxxxxx Xxxxxx, 0000, xxx Xxxxxx, Xxxxxxxx, Xxxxxx X0X
0X0 (the "Consultant").
WHEREAS, since the Effective Date, the Consultant has been providing to
the Corporation, on the terms set forth herein, the consulting services
described in Section 2, of this Agreement;
WHEREAS, the Corporation wishes to assure itself of the continued
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide his services to the Corporation for the said
period under the terms and conditions hereinafter provided.
NOW, THEREFORE, WITNESSETH, that for and in consideration of the
premises and of the mutual promises and covenants herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT
The Corporation agrees to and does hereby engage the Consultant, and
the Consultant agrees to and does hereby accept engagement by the Corporation as
a consultant in connection with the operation of certain aspects of the business
and affairs of the Corporation, for the one-year period which commenced as of
the Effective Date and will end on December 31, 1999. The period during which
Consultant has, and will continue to, serve in such capacity shall be deemed the
"Engagement Period" and shall hereinafter be referred to as such.
2. CONSULTING SERVICES
The services which the Consultant has rendered since the Effective Date
have included, and will, during the balance of the Engagement Period, include,
the rendering of advice, opinions, "hands-on" assistance, and, in some cases,
effectuation of, the following:
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(a) Supervision and optimization of the base mat production done at
Plateforme CPT in Quebec City;
(b) Design of a production process to meet the present and the future
needs of Tirex in regards of mat demand;
(c) Supervision of the installation of a small mat production capacity
to answer the backlog orders, and for demonstration purposes;
(d) Optimization of the already in-place flocking capacity installed in
the Tirex buildings;
(e) Research and meetings with numerous raw material potential
suppliers;
(f) Research and meetings with different equipment suppliers, equipment
designers and engineering firms;
(g) Internal meetings at Tirex for production co-ordination;
(h) Internal meetings at Tirex to elaborate different scenarios in
regard of the different designs and possibilities in the mat
production.
All such services are to be performed only upon the authorization from
President of the Corporation. The Consultant shall have the sole discretion as
to the form, manner and place in which the said consulting services shall be
rendered. The Consultant shall, by this agreement, be prevented and barred from
rendering services of the same or similar nature, as herein described, or
services of any nature whatsoever, for or in behalf of persons, in the same
business of the Corporation, firms or corporations other than the Corporation
which are in competition with the Corporation.
3. COMPENSATION
3.1 As compensation for all consulting services rendered by the
Consultant during the Engagement Period pursuant to this Agreement, the
Corporation shall pay the Consultant a sum of CDN $ 10,000.00 and will issue to
the Consultant:
(a) a total of one hundred and fifty four thousand, seven hundred
and sixteen shares (154,716) of the common stock, $.001 par
value, of the Corporation, for a per share purchase price of
$.001, payment of which, by valuable services rendered, is
hereby acknowledged.
4. SECRETS
Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
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patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
6. ASSIGNMENT
This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall obtain between such assignee and himself with
the same force and effect as if said Agreement had been made with such assignee
in the first instance. This Agreement is personal to the Consultant and shall
not be assigned without written consent of the Corporation.
7. ENTIRE UNDERSTANDING
This Consulting Agreement contains the entire understanding between the
parties and supersedes all prior and collateral communications, reports,
agreements, and understandings between the parties. No change, modification,
alteration, or addition to any provision hereof shall be binding unless in
writing and signed by authorized representatives of both parties. This
Consulting Agreement shall apply in lieu of and notwithstanding any specific
statement associated with any particular information or data exchanged, and the
duties of the parties shall be determined exclusively by the aforementioned
terms and conditions.
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8. SURVIVAL OF CERTAIN AGREEMENTS
The covenants and agreements set forth in Articles 4 and 5, hereof and,
to the extent applicable, the covenants and agreements set forth in Article 3
hereof, shall survive the expiration of the Engagement Period and shall survive
termination of this Agreement and remain in full force and effect.
9. NOTICES
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
9.2 Any notice to the Corporation or to any assignee of the
Corporation shall be addressed as follows:
The Tirex Corporation
000 Xx. Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
9.3 Any notice to Consultant shall be addressed as follows:
Xxxxxx Xxxxxx
0000, xxx Xxxxxx
Xxxxxxxx, Xxxxxx
Xxxxxx X0X 0X0
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. APPLICABLE LAW
This Agreement shall be interpreted and enforced in accordance with the
laws of Canada.
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11. INTERPRETATION
Whenever possible, each Article of this Agreement shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
11. PRIOR AGREEMENTS
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
IN WITNESS WHEREOF, the parties hereto have executed the above
Agreement as of the day and year first above written.
THE TIREX CORPORATION
By /s/ XXXX X. XXXXXXXX, XX.
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Xxxx X.Xxxxxxxx Xx., President/CEO
By /s/ XXXXXX XXXXXX
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Xxxxxx Xxxxxx, Eng., MBA, Consultant
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