EXHIBIT 10.4
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 6th day of January , 0000
X X X X X X X:
REINK CORP.
a corporation incorporated under
the laws of the State of Delaware
(the "CORPORATION")
- and -
MANCHESTER ADMINISTRATIVE SERVICES INC.
a corporation incorporated under
the laws of the Province of Ontario
(the "CONSULTANT")
WHEREAS the Corporation wishes to engage the Consultant and to obtain
certain services of the Consultant on and subject to the terms of this
Agreement;
THE PARTIES AGREE AS FOLLOWS:
1. APPOINTMENT
The Corporation hereby appoints the Consultant to serve as a consultant to
the Corporation and to perform the services referred to in Paragraph 2 hereof,
at the remuneration and upon and subject to the terms of this Agreement, which
the Consultant hereby accepts.
2. SERVICES
The Consultant shall, for and on behalf of the Corporation, perform the
services set out on Schedule "A" to this Agreement which sets forth a general
guideline for the services to be provided by the Consultant hereunder. The
Consultant shall use its best efforts to achieve the goals set out in the
general guideline. During the continuance of this Agreement, the Consultant
shall well and faithfully serve the Corporation and shall use its best efforts
to promote the best interests of the Corporation and shall report to the
President of the Corporation.
3. TIME AND ATTENTION
Unless prevented by sufficient cause, the Consultant shall devote, during
the term of this Agreement, sufficient working time, attention and efforts as
are reasonably required to provide the services to the Corporation described in
Paragraph 2 hereof.
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4. RELATIONSHIP OF PARTIES
This Agreement shall not be construed as creating a relationship of
employer and employee, or a partnership or joint venture between the Corporation
and the Consultant, as both parties agree that the Consultant will be serving in
the capacity of an independent contractor to the Corporation. The Consultant
specifically shall have no authority to incur any debt, liability or obligation,
or enter into any contract or agreement, on behalf of the Corporation, unless
such authority is expressly granted to it by the Corporation.
5. TERM
The term of the agreement shall continue until terminated based on the
terms and conditions hereinafter set forth (the "Term").
6. COMPENSATION
For the services to be rendered by the Consultant to the Corporation,
subject to the provisions of this Agreement, the Consultant shall be entitled to
receive and the Corporation shall provide during the term in which the
Consultant is providing services hereunder:
(a) a fee of US$40,000.00 dollars per month, less any amounts paid in
cash by Reink Imaging USA, Ltd. for the same period, (based on
invoicing for each period), less any statutory deductions,
withholdings or contributions required by applicable law, payable on
the 15th and last day of each month during the term of this
Agreement. In addition, the Corporation shall pay any and all excise
taxes exigible in respect of the foregoing, including without
limitation, all goods and services taxes, if applicable. The amount
of $40,000.00 is subject to modification, upon mutual written
agreement, based on changes in services required;
(b) reimbursement of all reasonable expenses and costs incurred in
connection with the performance of the Consultant's services,
subject to approval by the Corporation's President, or designate,
and production of such supporting vouchers and statements as the
Corporation may reasonably require in accordance with the
Corporation's travel and entertainment reimbursement policies, in
effect from time to time during the term of this Agreement. Such
expenses, upon request, may be reimbursed directly to employees of
the Consultant who are providing the services; and
(e) such office space and relevant equipment and supplies, without
charge, to permit the Consultant to perform its services under this
Agreement as may be agreed upon by the parties.
(f) where the corporation is unable to meet the payments herein the
consultant will have the right at the end of each quarter to convert
the outstanding amount of compensation into shares of Reink Corp. at
the greater of (1) 80% of market for the average of the prior 20
days of trading and (2) $0.05 per share.
7. TERMINATION
This Agreement may be terminated:
(c) at any time by mutual agreement of the parties in writing; or
(d) by the Corporation, upon twelve (12) months written notice, whereby
the Corporation agrees to pay the Consultant a monthly fee for the
remainder of the term, equivalent to the monthly fee prior to the
date of notice, payable over twelve months, under the terms outlined
in clause 6 above; or
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In the event of the termination of this Agreement, other than under clause (b)
above, the Consultant shall receive compensation accrued and unpaid up to the
date of termination and each party shall remain bound by the provisions of this
Agreement imposing obligations that extend beyond its termination.
8. APPLICABLE LAW
This Agreement shall be governed by the laws of the State of Delaware and
the laws of the United States applicable therein, and the parties hereby
irrevocably attorn to the jurisdiction of the courts of the State of Delaware.
9. NON-COMPETE REQUIREMENT
During the term of this Agreement, and for a period of one year
thereafter, the Consultant shall not start up any business, firm or organization
that competes directly or indirectly with the Corporation in the United States
or Canada, in particular the manufacture imaging products, unless in conjunction
with the Corporation or its parent company, or engage in any activity materially
detrimental to the Corporation. The Consultant acknowledges that all
restrictions contained in this Paragraph 9 are reasonable and valid for the
adequate protection of the objects and business of the Corporation.
10. CORPORATION PROPERTY
All materials relating to the business and affairs of the Corporation,
including, without limitation, all manuals, documents, reports, equipment,
working materials, lists of members and clients, and information collected or
prepared by the Corporation or the Consultant in the course of the Consultant's
engagement, are the property of the Corporation. Upon the termination of this
Agreement for any reason, the Consultant shall cease the use of such materials,
return them to the Corporation (including all copies and reproductions that may
have been made or received), and delete related information from all retrieval
systems and databases used by the Consultant.
11. SEVERABLE
If any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality or enforceability of the remaining
provisions of this Agreement shall not in any way be affected or impaired
thereby.
12. ASSIGNMENT
This Agreement may not be assigned, in whole or in part, by either party
without the prior written consent of the other party.
13. NOTICES
Any notice or other communication ("notice") to be given by one party to
the other under this Agreement shall be in writing and shall be sufficiently
given only if either delivered personally or transmitted by facsimile
transmission to such party as follows:
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(a) to the Corporation at:
Reink Corp.
0000 Xxxxxxxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx, XXX, 00000
Attention: President
Fax No.: (000) 000-0000
(b) to the Consultant at:
Manchester Administrative Services Inc.
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: President
Fax No.: (000) 000-0000
or to such other address or telecopier number as may be designated by notice
given as aforesaid. Any notice delivered and received as aforesaid shall be
deemed to have been given and received on the first business day following the
date of personal delivery or facsimile transmission, as the case may be.
14. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, between
the parties with respect thereto.
15. BINDING AGREEMENT
This Agreement shall be binding upon and enure to the benefit of the
parties and their respective heirs, legal personal representatives, successors
and permitted assigns.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date
first written above:
REINK CORP.
Per: /s/ Xxxxx Maddever
-------------------------------------
Name: Xxxxx Maddever
Title: CEO
I have authority to bind the Corporation.
MANCHESTER ADMINISTRATIVE
SERVICES INC.
Per: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Executive Vice President
I have authority to bind the Corporation.
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SCHEDULE "A"
The services to be performed by the Consultant under this Agreement shall
include the following tasks together with such other tasks as may be agreed upon
by the Corporation and the Consultant in writing from time to time during the
term of this Agreement and any extension thereof.
(a) advising on the reorganization of the Corporation;
(b) preparation of all filings for the Corporation related to governmental
agencies including but not limited to the SEC;
(c) sourcing funding from lenders or investors;
(d) advising and implementation of mechanisms to access capital markets through
publicly traded vehicles;
(e) sourcing and advising on acquisitions and divestitures;
(f) provide overall guidance on the accounting and reporting systems required
for the Corporation;
(g) liase with principals or professionals for the implementation of the
Corporation's objectives including those listed above;
(h) attending at meetings on a regular basis with the directors and officers of
the Corporation.
(i) Other services as and when requested by the Corporation from time to time.
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