EXECUTIVE CONSULTANT AGREEMENT
This Executive Consultant Agreement (the "Agreement") is
made and entered into effective as of the 1st day of
December, 2000 (the "Effective Date"), between SOUTHBORROUGH
TECHNOLOGY CORPORATION., a Nevada corporation, (the
"Company") and XXXX XXXXXX (the "Consultant").
WHEREAS:
A. The Company is engaged in the business of mineral
exploration.
B. The Company desires to retain the Consultant to act as
President and Chief Executive Officer of the Company and to
provide consultant services to the Company on the terms and
subject to the conditions of this Agreement.
C. The Consultant has agreed to act as President and Chief
Executive Officer of the Company and to provide consultant
services to the Company on the terms and subject to the
conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the
premises and mutual covenants contained in this Agreement
and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
1. DEFINITIONS
1.1 The following terms used in this Agreement shall have
the meaning specified below unless the context clearly
indicates the contrary:
(a) "Consultant Fee" shall mean the consultant fee
payable to the Consultant at the rate set forth in
Section 5.1;
(b) "Board" shall mean the Board of Directors of the
Company;
(c) "Term" shall mean the term of this Agreement
beginning on the Effective Date and ending on the
close of business on the effective date of the
termination of this Agreement.
2. ENGAGEMENT AS A CONSULTANT
2.1 The Company hereby engages the Consultant as a
consultant to provide the services of the Consultant in
accordance with the terms and conditions of this Agreement
and the Consultant hereby accepts such engagement.
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3. TERM OF THIS AGREEMENT
3.1 The term of this Agreement shall become effective and
begin as of the Effective Date, and shall continue until the
close of business on November 30, 2002 unless this Agreement
is earlier terminated in accordance with the terms of this
Agreement.
4. CONSULTANT SERVICES
4.1 The Consultant agrees to act as President and Chief
Executive Officer of the Company and to perform the
following services and undertake the following
responsibilities and duties to the Company to be provided by
the Consultant to the Company as consulting services (the
"Consulting Services"):
(a) exercising general direction and supervision over
the business and financial affairs of the Company;
(b) providing overall direction to the management of
the Company;
(c) reporting directly to board of directors of
Company;
(d) performing such other duties and observing such
instructions as may be reasonably assigned from
time to time by or on behalf of the board of
directors of the Company in the Consultant's
capacity as President and Chief Executive Officer,
provided such duties are within the scope of the
Company's business and implementation of the
Company's business plan.
(e) Providing offices and administrative services
for the Company.
4.2 Throughout the Term of this Agreement, the Company
shall also nominate the Consultant to serve as a member of
the Board and upon such nomination Consultant shall agree to
so serve.
4.3 The Consultant initially shall be based in Parksville,
British Columbia.
4.4 The Consultant shall devote his attention and energies
to the business affairs of the Company on a part-time basis
as may be reasonably necessary for the discharge of his
duties as President and Chief Executive Officer, provided,
however, the Consultant may engage in reasonable business,
investment and other personal activities that do not
interfere with the Consultant's obligations hereunder.
4.5 The Consultant will at all times be an independent
contractor and the Consultant will not be deemed to be an
employee of the Company.
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5. CONSULTANT FEE
5.1 During the term of this Agreement and subject to
Section 5.2, the Company shall pay the Consultant a
consultant fee in consideration for the provision of the
Consulting Services equal $1,000 US month (the "Consultant
Fee").
5.2 The Consultant Fee will increase to $5,000 US per month
upon the Company achieving sufficient financing for advanced
exploration activities requiring the Consultant to spend
50% or more of his time performing the duties outlined in
this agreement.
6. STOCK OPTIONS
6.1 The Consultant may be granted, subject to the approval
of the Company's board of directors, incentive stock options
to purchase shares of the Company's common stock in such
amounts and at such times as the Board of Directors of the
Company, 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 the Company to other
directors and senior officers of the Company, with
adjustment for the merit and performance of the Consultant.
All Stock Options will be subject to the terms and
conditions of the Company's Stock Option Plan, a copy of
which has been delivered to the Consultant. The Consultant
acknowledges and agrees that (i) the Consultant will only
sell any shares issued by the Company on exercise of any
Stock Options in accordance with all applicable securities
laws, including the Securities Act of 1933; and (ii) the
shares issued upon exercise of any Stock Options may be
subject to restrictions on resale imposed by applicable
securities law; and (iii) the Company may legend all stock
certificates representing the shares issued upon exercise of
any Stock Options with applicable resale restrictions, as
reasonably advised by the Company's legal counsel; (iv) the
Consultant has received and reviewed a copy of the Stock
Option Plan.
7. REIMBURSEMENT OF EXPENSES
7.1 The Company will pay to the Consultant, in addition to
the Consultant Fee, the reasonable travel and promotional
expenses and other specific expenses incurred by the
Consultant in provision of the Consulting Services, provided
the Consultant has obtained the prior written approval of
the Company.
8. TERMINATION
8.1 The Company may terminate this Agreement at any
time upon the occurrence of any of the following events of
default (each an "Event of Default"):
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(a) the Consultant's commission of an act of fraud,
theft or embezzlement or other similar willful
misconduct;
(b) the neglect or breach by the Consultant of his
material obligations or agreements under this
Agreement; or
(c) the Consultant's refusal to follow lawful
directives of the Board,
provided that notice of the Event of Default has been
delivered to the Consultant and provided the Consultant have
failed to remedy the default within thirty days of the date
of delivery of notice of the Event of Default.
8.2 The Company may terminate this Agreement in the absence
of an Event of Default by delivering notice of termination
to the Consultant and paying to the Consultant an amount
equal to six months of the Consultant Fee in a lump sum as
full and final payment of all amount payable under this
Agreement, including damages for wrongful termination,
within 30 days of delivery of the notice of termination.
Such payments shall be conditioned on the Consultant giving
a general release to the Company and its affiliates in the
form reasonably satisfactory to the Company, but the general
release shall not be required to include a release of any
the Consultant's claims with regard to any payment or other
benefit due to him under this Agreement where the payment or
other benefit has not been received by the Consultant.
8.3 The Consultant may terminate this Agreement at any time
in the event of any breach of any material term of this
Agreement by the Company, provided that written notice of
default has been delivered to the Company and the Company
has failed to remedy the default within thirty days of the
date of delivery of notice of default.
8.4 On termination of this Agreement for any reason, all
rights and obligations of each party that are expressly
stated to survive termination or continue after termination
will survive termination and continue in full force and
effect as contemplated in this Agreement.
9. PROPRIETARY INFORMATION
9.1 The Consultant will not at any time, whether during or
after the termination of this Agreement for any reason,
reveal to any person or entity any of the trade secrets or
confidential information concerning the organization,
business or finances of the Company or of any third party
which the Company is under an obligation to keep
confidential, except as may be required in the ordinary
course of performing the Consultant Services to the Company,
and the Consultant shall keep secret such trade secrets and
confidential information and shall not use or attempt to use
any such secrets or information in any manner which is
designed to injure or cause loss to the Company. Trade
secrets or confidential information
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shall include, but not
be limited to, the Company's financial statements and
projections, expansion proposals, customer lists and details
of its Internet web site or business relationships with
banks, lenders and other parties not otherwise publicly
available. The obligations of the Consultant set forth in
this Section 9.1 and will survive termination of this
Agreement.
10. NON-COMPETE
10.1 The Consultant agrees that, in the event of termination
of this Agreement, for a period of six (6) months following
the termination of this Agreement, the Consultant will not,
without the Company's consent, directly or alone or as a
partner, joint venturer, officer, director employee,
consultant, agent, independent contractor or stockholder or
other owner of any entity or business, engage in any
business which is directly competitive with the business of
the Company in any territory in which the Company is engaged
in business at the date of termination, including (i) any
line of business that is engaged in by the Company and its
subsidiaries as of the Effective Date; or (ii) any other
line of business that is engaged in by the Company (or with
respect to which the Company has made preparations to
engage) as of the date of such termination of this
Agreement; provided, however, that the ownership by the
Consultant of not more than five percent (5%) of the shares
of any publicly traded class of stock of any corporation
shall not be deemed, in and of itself, to violate the
prohibitions of this Section 10.1.
10.2 The restrictions in this Section 10, to the extent
applicable, shall be in addition to any restrictions imposed
upon the Consultant by statute or at common law.
10.3 The parties hereby acknowledge that the restrictions in
this Section 10 have been specifically negotiated and agreed
to by the parties hereto and are limited only to those
restrictions reasonably necessary to protect the Company
from unfair competition. The parties hereby agree that if
the scope or enforceability of any provision, paragraph or
subparagraph of this Section 10 is in any way disputed at
any time, and should a court find that such restrictions are
overly broad, the court may modify and enforce the covenant
to the extent that it believes to be reasonable under the
circumstances. Each provision, paragraph and subparagraph of
this Section 10 is separable from every other provision,
paragraph and subparagraph and constitutes a separate and
distinct covenant.
10.4 The obligations and agreements of the Consultant set
forth in Sections 10.1, 10.2, and 10.3 will survive
termination of this Agreement for the periods specified in
Section 10.1.
11. RELIEF
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11.1 The Consultant hereby expressly acknowledges that any
breach or threatened breach by the Consultant of any of the
terms set forth in Section 9 or 10 of this Agreement may
result in significant and continuing injury to the Company,
the monetary value of which would be impossible to
establish, and any such breach or threatened breach will
provide the Company with any and all rights and remedies to
which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.
12. PARTIES BENEFITED; ASSIGNMENTS
12.1 This Agreement shall be binding upon, and inure to the
benefit of, the Consultant, his heirs and his personal
representative or representatives, and upon the Company and
its successors and assigns. Neither this Agreement nor any
rights or obligations hereunder may be assigned by the
Consultant.
13. NOTICES
13.1 Any notice required or permitted by this Agreement
shall be in writing, sent by registered or certified mail,
return receipt requested, or by overnight courier, addressed
to the Board and the Company at its then principal office,
or to the Consultant at the address set forth in the
preamble, as the case may be, or to such other address or
addresses as any party hereto may from time to time specify
in writing for the purpose in a notice given to the other
parties in compliance with this Section 13. Notices shall
be deemed given when delivered.
14. GOVERNING LAW
14.1 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.
15. REPRESENTATIONS AND WARRANTIES
15.1 The Consultant represent and warrant to the Company
that (a) the Consultant is under no contractual or other
restriction which is inconsistent with the execution of this
Agreement, the performance of his duties hereunder or other
rights of Company hereunder, and (b) the Consultant is under
no physical or mental disability that would hinder the
performance of his duties under this Agreement.
16. MISCELLANEOUS
16.1 This Agreement contains the entire agreement of the
parties relating to the subject matter hereof.
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16.2 This Agreement supersedes any prior written or oral
agreements or understandings between the parties relating to
the subject matter hereof.
16.3 No modification or amendment of this Agreement shall be
valid unless in writing and signed by or on behalf of the
parties hereto.
16.4 A waiver of the breach of any term or condition of this
Agreement shall not be deemed to constitute a waiver of any
subsequent breach of the same or any other term or
condition.
16.5 This Agreement is intended to be performed in
accordance with, and only to the extent permitted by, all
applicable laws, ordinances, rules and regulations. If any
provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any
extent, be held invalid or unenforceable, such invalidity
and unenforceability shall not affect the remaining
provisions hereof and the application of such provisions to
other persons or circumstances, all of which shall be
enforced to the greatest extent permitted by law.
16.6 The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or
control or affect the meaning of any provision hereof.
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16.7 The Consultant acknowledges and agrees that Ort Law
Corporation has acted solely as legal counsel for the
Company and that the Consultant has been recommended to
obtain independent legal advice prior to execution of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed and
delivered this Agreement as of the date first written above.
SOUTHBORROUGH TECHNOLOGY CORPORATION
by its authorized signatory:
/s/ Xxxxxxxx Xxxxxxx
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Signature of Authorized Signatory
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Name of Authorized Signatory
---------------------------------
Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY XXXX XXXXXX
in the presence of:
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Signature of Witness
/s/ Xxxx Xxxxxx
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Address of Witness XXXX XXXXXX
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