MANAGEMENT CONSULTING CONTRACT
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THIS AGREEMENT is made as of the 30th day of September, 1999.
BETWEEN:
XXXXX XXXXXXX, of
(the "Consultant")
OF THE FIRST PART
AND:
CROSSNET VENTURES, INC.
a company incorporated pursuant to
the laws of the State of Nevada
("Crossnet")
OF THE SECOND PART
WHEREAS:
A. Crossnet desires to pursue the Xxxxx.xxx Internet
business plan developed by Xxxxxxx which is attached to this
Agreement as Schedule A (the "Xxxxx.xxx Business Plan").
B. Crossnet and Xxxxxxx desire to enter into this
agreement in order to enable Crossnet to develop the Xxxxx.xxx
Business Plan and to set forth their respective agreement on the
consulting services to be provided by Xxxxxxx to Crossnet.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of
the mutual covenants herein contained, the parties hereto agree
as follows:
1. ENGAGEMENT
1.1 Appointment: Crossnet hereby contracts for the
services of Xxxxxxx and Xxxxxxx hereby agrees with Crossnet to
perform services for Crossnet in accordance with the terms and
conditions of this Agreement.
1.2 Scope of Duties: Xxxxxxx agrees to act as President
and Chief Operating Officer of Crossnet and to perform the
following responsibilities and duties to Crossnet to be provided
by Xxxxxxx to Crossnet as consulting services (the "Consulting
Services"):
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(a) Xxxxxxx will manage and supervise the development,
marketing, operations and implementation of the
"Xxxxx.xxx" internet business to be developed by
Crossnet (the "Xxxxx.xxx Business") in accordance with
the Xxxxx.xxx Business Plan;
(b) Xxxxxxx will exercise general direction, supervision
and management over the business and financial affairs
of the Corporation;
(c) Xxxxxxx will report directly to board of directors of
Crossnet;
(d) Xxxxxxx will perform such other duties and observe
such instructions as may be reasonably assigned to him
from time to time by or on behalf of the board of
directors of Crossnet, provided such duties are within
the scope of the Xxxxx.xxx Business and the financing
of the Xxxxx.xxx Business.
Xxxxxxx acknowledges and agrees that the provision of the
Consulting Services will be on a full-time basis.
1.3 Best Efforts: Xxxxxxx shall at all times use its best
efforts to advance the interests of Crossnet, and shall
faithfully, industriously, and to the best of its abilities,
perform the responsibilities and duties described above.
1.4 Covenants and Restrictions: Xxxxxxx covenants and
agrees with Crossnet that Xxxxxxx will not engage in any
activities which would bring Crossnet's reputation into
disrepute.
1.6 Independent Contractor: Xxxxxxx will at all times be
an independent contractor and shall not at any time be or be
deemed to be an employee of Crossnet.
1.7 World Wide Web Institute: Xxxxxxx may continue to
attend to the further development and expansion of the business
of the World Wide Web Institute ("WWWI") during the term of this
Agreement, provided that (i) the business of WWWI is
complementary to and not adverse to or in competition with the
Xxxxx.xxx Business; (ii) Xxxxxxx will not use or reveal any
confidential information or any trade secrets of Crossnet in
pursuing the business of WWWI; and (iii) the pursuit of the
business of WWWI will not prevent Xxxxxxx from performing his
duties under this Agreement in a satisfactory manner.
2. ASSIGNMENT OF BUSINESS CONCEPT
2.1 In consideration for the execution of this Agreement
by Crossnet, Xxxxxxx hereby sells, transfers and assigns to
Crossnet all of Xxxxxxx'x right, title and interest in and to
all assets, property and undertaking, including intellectual
property, which comprise the Xxxxx.xxx Business Plan and the
concept of the Xxxxx.xxx Business (the "Xxxxx.xxx
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Property"). Xxxxxxx represents and warrants to Crossnet that Xxxxxxx
is the owner of all right, title and interest in and to the Xxxxx.xxx
Property. The transfer of the Xxxxx.xxx Property to Crossnet is
absolute and will not revert to Xxxxxxx upon termination of this
Agreement for any reason, other than termination of this Agreement
in accordance with Section 7.2(b).
2.2 Xxxxxxx will refer to the Company any future
opportunities presented to Xxxxxxx to establish Internet portal
sites similar to the Xxxxx.xxx Business during the term of this
Agreement. In the event that the Company determines not to
pursue the opportunity, Xxxxxxx will have the right to proceed
with the opportunity, provided that (i) the business pursued is
not adverse to or in competition with the Xxxxx.xxx Business;
(ii) Xxxxxxx will not use or reveal any confidential information
or any trade secrets of Crossnet in pursuing the business; and
(iii) the pursuit of the business will not prevent Xxxxxxx from
performing his duties under this Agreement in a satisfactory
manner.
3. TERM
3.1 Initial Term: The initial term of this Agreement
shall be three (3) years, commencing on the date of this
Agreement, subject to earlier termination as hereinafter
provided.
3.2 Renewal: This Agreement may be renewed for further
terms of such duration and upon such terms and conditions as
Xxxxxxx and Crossnet may mutually agree upon in writing.
4. PAYMENT FOR CONSULTING SERVICES
4.1 Crossnet shall pay to Xxxxxxx a consultant fee in
consideration for the provision of the Consulting Services equal
to the sum of $6,000 US per month (the "Consultant Fee"),
subject to adjustment for the merit and performance of Xxxxxxx,
at the sole discretion of the board of directors of the Company.
4.2 The Consulting Fee shall be payable by Crossnet to
Xxxxxxx on the last business day of each month during the term
of this Agreement, with the first payment being due and payable
on October 31, 1999.
4.3 Xxxxxxx shall deliver to Crossnet at the end of each
month, a report detailing all activities and services provided
to Crossnet for that month, if requested by Crossnet.
4.4 Crossnet will pay to Xxxxxxx, in addition to the
Consultant Fee, the reasonable travel and promotional expenses
and other specific expenses incurred by Xxxxxxx with the prior
written approval of Crossnet.
4.5 Xxxxxxx may be granted, subject to the approval of
Crossnet's board of directors, incentive stock options to
purchase shares of Crossnet's common stock in such
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amounts and at such times as the Board of Directors of Crossnet,
in their absolute discretion, may from time to time determine.
Such options will be in an amount and of a nature similar to those
granted by Crossnet to its other directors and senior officers,
with adjustment for the merit and performance of Xxxxxxx.
5. CONFIDENTIALITY
5.1 Confidential Information and Non-Disclosure. Xxxxxxx
acknowledges and agrees with Crossnet that all information
connected with Crossnet's technology and business, including
without limitation, all information, computer code, data,
inventions, improvements, modifications, developments, technical
manuals, or process-flow manuals, customer information and
pricing information is confidential, and Xxxxxxx covenants and
agrees with Crossnet to use his best efforts to ensure that such
information does not become public knowledge and undertakes not
to use such information for any purpose other than the business
of the Company or to disclose such information or any part
thereof to any other person except as may be necessary to carry
out his rights and obligations under this Agreement. The
obligations referred to in this paragraph shall continue beyond
the termination of this Agreement.
6. ASSIGNMENT OF INVENTIONS
6.1 Assignment of Inventions. Any and all inventions,
discoveries, knowledge, information, developments and
improvements made or conceived by Xxxxxxx in the course of
management or development of the Business during the term of
this Agreement shall be the sole and exclusive property of
Crossnet, and Xxxxxxx will, whenever requested by Crossnet,
execute any and all applications, assignments and other
instruments which Crossnet shall deem necessary in order to
assign and convey to Crossnet the sole and exclusive right,
title and interest in and to the inventions, discoveries,
knowledge and information, developments or improvements. The
obligations referred to in this paragraph shall continue beyond
the termination of this Agreement.
7. TERMINATION
7.1 Termination by Crossnet for Default: Crossnet may
terminate this Agreement at any time in the event of any breach
of any material term of this Agreement, provided that written
notice of default has been delivered to Xxxxxxx and Xxxxxxx has
failed to remedy the default within thirty days of the date of
delivery of notice of default.
7.2 Termination by Crossnet without Cause. Crossnet may
terminate this Agreement at its option without cause or breach
of any material term of this Agreement by Xxxxxxx upon:
(a) the payment to Xxxxxxx of an amount equal to six
month's Consultant Fee; or
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(b) the delivery to Xxxxxxx of written notice by
Crossnet of Crossnet's determination not to pursue the
Xxxxx.xxx Business.
In the event that Crossnet terminates this Agreement pursuant to
Section 7.2(b), Crossnet will concurrently with the delivery of
notice of termination transfer all of its right, title and
interest in and to all assets, property and undertaking,
including intellectual property, which comprise the Xxxxx.xxx
Business as of the date of termination to Xxxxxxx.
Upon completion of the payment provided by Section 7.2(a) or the
transfer of the Xxxxx.xxx Business provided by Section 7.2(b),
Crossnet will have no further liability or obligation to
Xxxxxxx.
7.3 Termination by Xxxxxxx for Default: Xxxxxxx may
terminate this Agreement at any time in the event of any breach
of any material term of this Agreement by Crossnet, provided
that written notice of default has been delivered to Crossnet
and Crossnet has failed to remedy the default within thirty days
of the date of delivery of notice of default.
8. OTHER PROVISIONS
8.1 Governing Law and Arbitration: This Agreement shall
be governed by and construed in accordance with the laws of the
State of Nevada and each party hereto adjourns to the
jurisdiction of the courts of the State of Nevada. Any dispute
or claim arising hereunder shall be settled by arbitration. Any
party may commence arbitration by sending a written notice of
arbitration to the other party. The notice will state the
dispute with particularity. The arbitration hearing shall be
commenced thirty (30) days following the date of delivery of
notice of arbitration by one party to the other, by the American
Arbitration Association ("AAA") as arbitrator. The arbitration
shall be conducted in Las Vegas, Nevada in accordance with the
commercial arbitration rules promulgated by AAA, and each party
shall retain the right to cross-examine the opposing party's
witnesses, either through legal counsel, expert witnesses or
both. The decision of the arbitrator shall be final, binding
and conclusive on all parties (without any right of appeal
therefrom) and shall not be subject to judicial review. As part
of its decision, the arbitrator may allocate the cost of
arbitration, including fees of attorneys and experts, as he or
she deems fair and equitable in light of all relevant
circumstances. Judgment on the award rendered by the arbitrator
may be entered in any court of competent jurisdiction.
8.2 Notice: Any notice required or permitted to be given
under this Agreement shall be in writing and may be delivered
personally or by telex or telecopier, or by prepaid registered
post addressed to the parties at the above-mentioned addresses
or at such other address of which notice may be given by either
of such parties. Any notice shall be deemed to have been
received, if personally delivered or by telex or telecopier, on
the date of delivery and, if mailed as aforesaid, then on the
seventh business day after and excluding the day of mailing.
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8.3 Personal Nature: This Agreement is a contract for
services and may not be assigned in whole or in part by Xxxxxxx.
8.4 Amendments: This Agreement constitutes the entire
agreement between the parties and may only be amended in
writing.
8.5 Severability. In the event that any term of this
Agreement that is held to be unlawful or unenforceable is
severable and the remaining terms of the Agreement remain in
force and effect.
IN WITNESS WHEREOF the parties have executed this Agreement as
of the day first above written.
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXXX
in the presence of:
/s/ Xxxxx Xxxxxxx
__________________________________ __________________________________
Signature XXXXX XXXXXXX
__________________________________
Name
__________________________________
Address
CROSSNET VENTURES, INC.
by its authorized signatory:
/s/ X. Xxxxxxx
________________________________
Authorized Signatory
