Exhibit 10.20
CONSULTING AGREEMENT
THIS AGREEMENT dated for reference the 1st day of August, 2003.
BETWEEN:
Xxxx Xxxxxxxx
(the "Consultant")
OF THE FIRST PART AND:
ESSENTIAL INNOVATIONS TECHNOLOGY CORP., a company duly incorporated
pursuant to the laws of the State of Nevada and having its registered
office at Xxx Xxxx Xxxxx Xxxxxx, Xxxx, Xxxxxx, X.X.X., 00000.
(the "Company")
OF THE SECOND PART
WHEREAS:
A. The Company carries on business of research and development and sales and
marketing of lifestyle enhancement systems and processes (the "Business"); and
B. The Company, Essential Innovations Technology Corporation, desires to retain
the Consultant to perform services for the Company in accordance with the terms
and on the conditions set forth in this Agreement.
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises, mutual
covenants and Agreements herein contained, the parties hereto covenant and agree
with each other as follows:
1.00 APPOINTMENT
1.01 The Company hereby engages the Consultant as an independent contractor
to develop sales, marketing and distribution channels in offshore
markets, mainly Asia, in particular Hong Kong and China, and to set-up
and liaise with potential financing and funding sources in Canada,
British Columbia in particular, in the USA, particularly California and
New York, and Asia, particularly Hong Kong and China, with the purpose
of promoting and providing public relations for " The Company" - in
accordance with the Company's business plan, investment, capitalization
and available funds on a full time basis throughout the Term (as
hereinafter defined) on the terms and conditions herein set forth.
2.00 TERM
2.01 The engagement of the Consultant hereunder will be for a term of one
(1) year commencing as and from August 1, 2003 (the "Term"), subject to
earlier termination as provided for herein.
3.00 REMUNERATION
3.01 The remuneration to be paid to the Consultant by the Company hereunder,
subject to renewal, will be subject to annual review by the Company's
board of directors. If the parties fail to agree on the remuneration to
be paid to the Consultant by the Company hereunder, the amount of such
remuneration will be determined by arbitration pursuant to the
provisions of Clause 9.00 hereof.
3.02 Remuneration Schedule: $5,000 USD/month for duration of Agreement
Fees are to accrue until such time it is
possible for the Company to make the payment
in a timely manner
In order to coordinate the Company's and Finder's respective efforts
during the period of engagement hereunder, Finder will from time to
time notify the Company of potential Targets it is contacting. If the
proposed Target is acceptable to the Company and has not been
previously introduced to the Company, the Company will promptly inform
Finder in writing. Finder will then introduce representatives of the
Company to representatives of the Target
4.00 TERMS AND CONDITIONS OF CONSULTANCY
4.01 The Consultant will serve the Company as a liaison and public relations
facilitator to generate sales, marketing and distribution channels for
current and future products and services and to serve as intermediary
to various financial and funding sources always working in the most
profitable and efficient manner.
4.02 The Consultant shall carry out such further duties and projects as
requested by the President of the Company and shall report to the
President or such other person as the President may advise.
4.03 The Consultant does not have the power to enter into any contracts on
behalf of the Company and without limiting the generality of the
foregoing, to authorize any borrowing, financial commitments, lending,
pledging, selling, assigning or employment without the specific written
approval of the Company.
4.04 The Consultant will well and faithfully serve the Company during the
continuance of his term of engagement hereunder and will use his best
efforts to promote the interests of the Company and its Business.
5.00 CONFIDENTIALITY AND INVENTIONS AGREEMENT
5.01 For purposes of this Agreement, the term Confidential Information
includes any information in any form or medium, including without
limitation written records, documents, computer-readable disks, tapes,
printouts, sound recordings, photographs, reproductions, sketches,
notes, or copies or excerpts of them, or other documents or materials,
that the Company considers confidential, whether or not marked as
confidential. Confidential Information includes inventions (as defined
below), software, source code, object code, algorithms, procedures,
databases, compilations, technical data, formulas, theories, methods,
equipment, samples, designs, data, specifications, drawings,
blueprints, prototypes, models, business plans, customer lists,
contacts and information, sales and marketing reports, proposals,
prices, costs, personnel and payroll records, mailing lists, accounting
records, and other trade secrets and information concerning the
businesses and other ventures which the Company now operates or may
operate in the future. For purposes of this Agreement, "Inventions"
shall include but not be limited to ideas, improvements, or other
Confidential Information, whether or not patentable and whether or not
reduced to practice, made or conceived by the Consultant (whether made
solely by him or jointly with others), during the period of his
employment/engagement with the Company, which relate in any manner to
the actual or demonstrably anticipated business, work or research and
development of the Company or its subsidiaries, or result from or are
suggested by any task assigned to the Consultant or any work performed
by him for or on behalf of the Company or its subsidiaries or ventures.
For purposes of this Agreement, the terms "contractor," and derivatives
thereof include without limitation "consultant" and "independent
contractor," and use of the terms "contractor" or derivatives shall not
be deemed to create an employer-employee relationship between the
Company and the undersigned. In regard to the above, the Consultant
agrees as follows:
(a) during the employment/engagement by the Company, the
Consultant will not disclose or make use of any Confidential
Information except as necessary for the performance of his
duties as an contractor of the Company or as authorized in
writing by the Company;
(b) after the employment/engagement by the Company has terminated
for any reason, the Consultant will not disclose or make use
of any Confidential Information for any purpose, either on his
own behalf or on behalf of another person, entity, or
business;
(c) during the employment/engagement with the Company, the
Consultant will not provide to the Company or make use of any
trade secrets or other confidential information belonging to
another employer or other third party without the express
approval of both the Company and such other employer or other
third party;
(d) the Consultant represent that he is not subject to any
confidentiality, non-competition, or other agreement with any
other employer or other third party that would conflict with
this Agreement or prevent him from performing all his assigned
duties as an contractor of the Company;
(e) upon demand by the Company or upon termination of the
Consultant's employment/engagement for any reason, the
Consultant will immediately assemble all property and records
of the Company in his possession or under his control,
including all copies, excerpts, derivations and duplications
thereof, and return them promptly and unconditionally to the
Company; and
(f) the Consultant agrees that during his employment/engagement,
and for a period of one (1) year after the termination of his
employment/engagement for any reason, he will not knowingly,
either directly or indirectly, for himself or for any other
person or entity, hire , solicit or induce (other than to the
extent of normal advertising of positrons open) any employee,
independent contractor or consultant of the Company to leave
their employment or engagement or to cease doing business with
the Company.
6.00 RESTRICTIVE COVENANT
6.01 The Consultant covenants and agrees with the Company that he will not
within a one (1) year period, without the prior written consent of the
Company:
(a) directly or indirectly, in any capacity whatsoever, alone or
in association with any other person, firm or corporation
(other than the Company), as an employee, principal, agent,
shareholder, director, guarantor, creditor, or in any other
relationship whatsoever, engage or be concerned or interested
in any business similar to the business of the Company and
which may compete with the Company's business at any time
during that period in any territory in which the Company
carries on such business during that period; or
(b) directly or indirectly, whether as principal, agent, employee,
director of company or otherwise, by means of any corporate or
other device, or, in the case of a corporate Shareholder,
through its Representative, solicit or aid in the solicitation
of any business similar to the Company's business to be
carried on by the Company from any customer or customers of
the Company or, in the event of the Covenanting Shareholder
having ceased to be a Shareholder, any customer or customers
of the Company with whom he had business dealings on behalf of
the Company within a period of thirty-six (36) months
immediately prior to his ceasing to be a Shareholder in the
Company; or
(c) directly or indirectly, use or disclose to any person, except
duly authorized officers and employees of the Company entitled
thereto, any trade secret, business data, or other information
acquired by him by reason of his involvement and association
with the Company.
6.02 As it is recognized by all the parties hereto that irreparable damage
would result from any violation of Paragraph 6.01 above, it is
expressly agreed that, in addition to any and all of the remedies
available to it, each party will have the immediate remedy of
injunction or such other equitable relief as may be decreed or issued
by any court of competent jurisdiction to enforce Paragraph 6.01
hereof.
6.03 In the event that any clause or operation of Paragraph 6.01 or 6.02 is
unenforceable or declared invalid for any reason whatever, such
unenforceability or invalidity will not affect the enforceability or
validity of the remaining portions of Paragraphs 6.01 and 6.02 and such
unenforceability or invalidity will be severable from such paragraphs
and this Agreement.
7.00 TERMINATION
7.01 This Agreement may be terminated in the following manner and in the
following circumstances:
(a) at any time by notice in writing from the Company to the
Consultant for cause, including, but not limited to, a breach
by the Consultant of any of the terms and conditions of this
Agreement with the Company dated August 1st, 2003;
(b) at any time by the Company paying to the Consultant the
balance of the term herein or pursuant to any renewal; and
(c) if termination is by the Consultant, upon no less than ninety
(90) days notice to the Company.
Notwithstanding any termination, Clauses 5.00 and 6.00 remain binding
and enforceable.
8.00 INDEMNITY
8.01 The Consultant will indemnify and hold harmless from the Company from
and against:
(a) any and all liabilities, whether accrued, absolute, contingent
or otherwise, in regard to any taxes, government withholdings,
and without limiting the generality of the foregoing, income
tax, GST, PST, workers' compensation, CPP and EI;
(b) any and all damage or deficiencies resulting from any
misrepresentation, breach of warranty or non-fulfilment of any
covenant on the part of the Consultant under this Agreement;
and
(c) any and all actions, suits, proceedings, demands, assessments,
judgments, costs and legal and other expenses incident to any
of the foregoing.
9.00 ARBITRATION
9.01 If there is any disagreement between the parties hereto with respect to
the terms of this Agreement or the interpretation thereof, the same
will be referred to a single arbitrator pursuant to the Commercial
Arbitration Act (B.C.), and any amendments thereto, and the
determination of such arbitrator will be final and binding upon the
parties hereto.
10.00 INTERPRETATION
10.01 Each provision of this Agreement is declared to constitute a separate
and distinct covenant and will be severable from all other such
separate and distinct covenants.
10.02 If any covenant or provision is determined to be void or unenforceable,
in whole or in part, it will not be deemed to affect or impair the
enforceability or validity of any other covenant or provision of this
Agreement or any part thereof.
10.03 The headings in this Agreement form no part of the agreement between
the parties and will be deemed to have been inserted for convenience
only and will not affect the construction hereof.
10.04 Wherever the singular or the masculine is used herein, the same will be
deemed to include the plural or the feminine or the body politic or
corporate where the context or the parties so require.
11.00 GOVERNING LAW
11.01 This Agreement will, in all respects, be governed by and construed in
accordance with the laws of the Province of British Columbia.
12.00 FURTHER DOCUMENTS
12.01 The parties will execute such further assurances and other documents
and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.
13.00 ASSIGNMENT
13.01 The Consultant may assign his contract to a company in which he is
employed to carry out his obligations on behalf of the assignee. This
assignment is subject to the reasonable approval of the Company.
14.00 NOTICE
14.01 Any notice in writing required or permitted to be given to either party
hereunder will be deemed to have been well and sufficiently given if
mailed by prepaid registered mail or delivered or telecopied to the
address of the party to whom it is directed set forth on page 1, or
such other address as either party may from time to time direct in
writing and any such notice will be deemed to have been received, if
mailed, seven (7) business days after the date of mailing and, if
delivered or telecopied, upon the date of delivery or telecopy. If
normal mail service is interrupted by strike, slow down, force majeure
or other cause, a notice sent by mail will not be deemed to be received
until actually received, and the party sending the notice will deliver
such notice in order to ensure receipt thereof.
15.00 ENTIRE AGREEMENT
15.01 The provisions herein constitute the entire agreement between the
parties and supersede all previous expectations, undertakings,
communications, representations and agreements whether verbal or
written between the parties with respect to the subject matter hereof.
16.00 NO PARTNERSHIP
16.01 No agency, employment or partnership is hereby created between the
parties and no representations will be made by either party which would
create any apparent agency or partnership between the parties hereto.
17.00 INDEPENDENT LEGAL ADVICE
17.01 The parties hereto confirm that they have been recommended to obtain
independent legal advice prior to the execution of this Agreement and
confirm that they have obtained independent legal advise or
alternatively, have waived their right to the same. Xxxxxx Greenslade
and Xxxxxxx X. Xxxxxx do not act for any of the parties herein.
18.00 ENUREMENT
18.01 The provisions of this Agreement will enure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
successors and assigns.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED, SEALED AND DELIVERED )
by )
in the presence of: )
)
/s/ Xxx Xxxxxxx ) /s/ Xxxx Xxxxxxxx
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Signature of Witness )
)
Xxx Xxxxxxx )
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Name (print) )
0/X Xxxxx Xxxxx, Xxxxxxxxx Xxx, )
Hong Kong )
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Address )
)
CFO )
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Occupation )
THE CORPORATE SEAL OF )
ESSENTIAL INNOVATIONS )
TECHNOLOGY CORP. was affixed )
hereto in the presence of: )
)
Xxxxx XxXxxxxxx ) c/s
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Authorized Signatory )
)
)
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Authorized Signatory )
