EXHIBIT
10.1
CONSULTING AGREEMENT
BETWEEN THE TIREX CORPORATION
AND XXXXX XXXXXXXX
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THE TIREX CORPORATION
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RUBBER PRODUCTS MOLDING AND FLOCKING
CONSULTING AGREEMENT
Consulting Agreement, effective as of the 1st day of January, 1999, (the
"Effective Date") between The Tirex Corporation, a Delaware corporation (the
"Corporation"), and Xxxxx X. Xxxxxxxx, 00 Xxxxxx Xxxx, Xxxx x'Xxxx, Xxxxxx X0X
0X0 (the "Consultant").
Whereas, the Consultant has substantial technical and business experience
and expertise in equipping, operating, and managing rubber molding and flocking
equipment and plants.
Whereas, the Corporation wishes to assure itself of the 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 for
the five-month period commencing as at the date hereof and ending on April 30,
1999 (the "Engagement Period") as a consultant in connection with the
establishment, equipping, operation, and management of a molded rubber products
plant at the Corporation's facility at 0000 Xx. Xxxxxxx, Xxxxxxxx, XX, Xxxxxx
X0X 0X0.
2. Consulting Services
The services which the Consultant shall render during the Engagement
Period, shall include, advice and opinions to the Corporation concerning: (i)
identification and sourcing of machinery and equipment for the Corporation's
molding operations; (ii) identification and sourcing of flock; (iii)
identification and sourcing of transfer prints; (iv) identification and referral
of management personnel; (v) review and supervision of all sampling; and (vi)
establishing quality control standards.
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All such services are to be performed only upon direct authorization from
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. Unless
the Corporation is in breach of its December 1998 exclusive dealings agreement
with IM2 (the "Tirex/IM2 Agreement") for failure to deliver product in
accordance with the terms of the said Tirex/IM2 Agreement, 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, firms, or corporations which are in the same
business as that of the Corporation, other than to IM2.
3. Compensation
As compensation for all consulting services rendered by the Consultant
during the Engagement Period pursuant to this Agreement, the Corporation shall
pay to the Consultant an aggregate consulting fee of up to $50,000, at the rate
of $100.00 per hour, for services rendered in accordance with Paragraph 2
hereof. Payment for all services rendered hereunder shall be made, when
invoiced, at the end of the Engagement Period by way of an option, hereby
granted, to purchase, at an exercise price of $.001 per share, the number of
shares of the Corporation's common stock purchasable at the full market price
thereof at such time. The exercise period for the option hereby granted shall be
for a period of six months, commencing on May 1, 1999.
4. Secrets
Consultant agrees that any trade secrets or any other like information of
value relating to the TCS-1 Plant or technology 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.
5. 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
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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.
8. Survival of Certain Agreements
The covenants and agreements set forth in Articles 4 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
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9.3 Any notice to Consultant shall be addressed as follows:
Xxxxx X. Xxxxxxxx
00 Xxxxxx Xxxx
Xxxx x'Xxxx, 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 the State of Delaware.
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/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, President
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx, Consultant
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