EXHIBIT 10.2
This Agreement is made and entered into as of this 17th day of July, 2002 by and
between ("Company"), a corporation, and Xxx Xxxxxxx ("Contractor"). In
consideration of the mutual promises contained herein, the parties hereto agree
as follows:
1. Company hereby retains Contractor and Contractor agrees to provide Company
with management services under and subject to all of the terms, conditions and
provisions hereof.
2. Contractor hereby agrees to provide the services of Chief Operating Officer
("COO") to Company during the term hereof. COO shall render his services to
Company by and subject to the instruction and direction of Company's Board of
Directors or the Board's designated management to whom COO and other employees
of Contractor shall report. Contractor shall additionally have responsibility
for public relations and promotional activities.
3. It is expressly understood by all parties hereto that throughout the term
hereof, COO will diligently devote such time and best efforts as is reasonably
required to Company's business in the performance of his services and will
perform his services conscientiously, efficiently and to the best of his
ability. Except as otherwise set forth herein or in other agreements with
Company, nothing contained in this Agreement shall preclude COO from engaging in
other business activities provided that said activities do not interfere with
the performance of his duties and responsibilities for Company.
4. In consideration for the management services to be rendered by Contractor,
Company shall compensate Contractor in an amount equal to $3,000 CAD per month,
payable on the last business day of each month.
5. With the exception of the services of COO and upon presentation of evidence
satisfactory in form and substance to Company, Company shall reimburse
Contractor for the actual cost of all out-of-pocket expenses relating to the
position of COO, and any other costs agreed to between the parties to this
Agreement. Unless otherwise agreed, reimbursement due Contractor pursuant to
this shall be paid on or before the last business day of the calendar month
during which such expenses are incurred.
6. This Agreement may be terminated by Company or Contractor upon ninety (90)
days prior written notice to the other party. Accrued and unpaid compensation
due Contractor as of the date of termination payable pursuant to this agreement
shall be paid within 10 days following the date of termination.
7. This Agreement may, at the option of Company be immediately terminated,
without prior notice, upon the death of COO or if COO shall be rendered
incapable by illness or any other valid cause from complying with the terms,
conditions and provisions on his part to be kept, observed and performed
pursuant to this agreement for a period of time which Company determines to be
unreasonable. In the event of termination under this paragraph, the termination
shall be effective as of the date of notice of termination. Accrued and unpaid
compensation due Contractor as of the date of such death or disability pursuant
to this agreement herein shall be paid within 10 days following the date of
death or disability.
8. Company shall have the option to terminate this Agreement for cause,
immediately upon notice to Contractor, upon the occurrence of any of the
following events:
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(a) Contractor materially breaches any of the terms or provisions of this
Agreement;
(b) COO habitually neglects his duties as contemplated under this Agreement; or
(c) COO is convicted of a felony or a misdemeanor involving moral turpitude.
If this Agreement is terminated for cause as herein provided, accrued and unpaid
compensation due Contractor as of the date of termination pursuant to this
agreement shall be paid within 10 days following the date of termination.
9. In connection with Contractor's activities on behalf of Company, Contractor
has had access and may in the future continue to have access to certain
proprietary or confidential information and trade secrets of Company. Contractor
recognizes the proprietary and sensitive nature of such confidential information
and trade secrets. Contractor agrees to preserve and maintain all such
information in strict confidence during the period he/she provides services to
Company and as long thereafter as such information is confidential or
proprietary to Company and Contractor agrees that he/she will not use, disclose,
or in any other way use or disseminate such information except as authorized in
writing by duly authorized representatives of Company. Contractor agrees not to
use, divulge or disclose, directly or indirectly, to any person or organization
any trade secrets or confidential information affecting or relating to Company's
business. Such information includes, but is not limited to company information
regarding sources of information, client lists, unique internal procedures
relating to the operation of Company, methods of operation, advertising and
pro-motional techniques, statistics, marketing and sales plans and programs,
financial information, proposals, costs, pricing information, concepts and ideas
not publicly released by Company, compilations of information, records,
specifications and manuals owned by Company and are regularly used in the
operation of Company's business, computer programs and related source and object
codes. The parties agree that the foregoing are important, material, and
confidential trade secrets and affect the successful conduct of Company's
business, and its goodwill.
10. This Agreement and all rights and obligations hereunder, including matters
of construction, validity and performance, shall be governed by the laws of the
Province of British Columbia. If any legal action or other proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in connection with
that action or proceeding, in addition to any other relief to which such party
or parties may be entitled.
11. No claim, demand, action, proceeding, arbitration, litigation, hearing,
motion or lawsuit arising herefrom or with respect hereto shall be commenced or
prosecuted in any jurisdiction other than in the Province of British Columbia,
and any judgment, determination, finding or conclusion reached or rendered in
any other jurisdiction shall be null and void between the parties hereto.
12. The parties hereto agree that this Agreement constitutes the entire and
exclusive agreement between them pertaining to the subject matter contained in
it, and supersedes all prior or contemporaneous agreements, oral or written,
conditions, representations, warranties, proposals and understandings of the
parties pertaining to such subject matter.
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13. The provisions of this Agreement inure to the benefit of and are binding on
the successors and assigns of Company and the successors and assigns of
Contractor.
14. Should any paragraph or provision of this Agreement be held to be void,
invalid or inoperative, it shall not affect any other paragraph or provision
hereof, and the remainder of this Agreement shall be effective as though such
void, invalid, or inoperative paragraph or provision had not been contained
herein.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first above written.
xXX, INC.
per: /s/ Xxxxxx X. Xxxxx /s/ Xxx Xxxxxxx
Xxxxxx X. Xxxxx Xxx Xxxxxxx
Chief Executive Officer
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