THIS AGREEMENT is dated for reference the 10Th day of September, 2007. BETWEEN:
C
O N S U L T I N G A G R E E M E N T
THIS
AGREEMENT is dated for
reference the 10Th day of
September,
2007.
BETWEEN:
SERVICE
AIR GROUP INC. (US), a body corporate with offices at 0000-000xx
Xxxxxx, Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the
“Company”)
AND:
XXXXXXXX
XXXXXX, with an address at 00000-000xx
Xxxxxx, Xxxxxx,
Xxxxxxx Xxxxxxxx , X0X 0X0
(the
“Contractor”)
WHEREAS:
A. The
Company hereby acknowledges that
the contractor had provided the Company with the services detailed in Schedule A hereto (the “Services”) in regards to
the Company’s management and operations since December 18, 2003;
B. The
Contractor had been providing the
Services to the Company without an agreement since December 18, 2003 and has
agreed to continue his services on the terms and conditions of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the mutual covenants and promises set forth herein,
and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
APPOINTMENT
AND AUTHORITY OF CONTRACTOR
1.1 Appointment
of Contractor. The Company hereby appoints the Contractor to
perform the Services for the benefit of the Company as hereinafter set forth,
and the Company hereby authorizes the Contractor to exercise such powers as
provided under this Agreement. The Contractor accepts such
appointment on the terms and conditions herein set forth.
1.2 Performance
of Services. The Services hereunder have been and shall continue
to be provided on the basis of the following terms and conditions:
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(a)
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the
Contractor shall report directly to the Chief Executive Officer and/or
President of the Company;
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(b)
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the
Contractor shall faithfully, honestly and diligently serve the Company
and
cooperate with the Company and utilize maximum professional skill
and care
to ensure that all services rendered hereunder, including the Services,
are to the satisfaction of the Company,
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D/WLM/872185.1
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| acting reasonably, and the Contractor shall provide any other services not specifically mentioned herein, but which by reason of the Contractor's capability the Contractor knows or ought to know to be necessary to ensure that the best interests of the Company are maintained; and |
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(c)
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the
Company shall report the results of the Contractor's duties hereunder
as
may be requested by the Company from time to
time.
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1.3 Authority
of Contractor. The Contractor shall have no right or authority,
express or implied, to commit or otherwise obligate the Company in any manner
whatsoever except to the extent specifically provided herein or specifically
authorized in writing by the Company.
1.4 Independent
Contractor. In performing the Services, the Contractor shall be
an independent contractor and not an employee or agent of the Company, except
that the Contractor shall be the agent of the Company solely in circumstances
where the Contractor must be the agent to carry out its obligations as set
forth
in this Agreement. Nothing in this Agreement shall be deemed to
require the Contractor to provide the Services exclusively to the Company and
the Contractor hereby acknowledges that the Company is not required and shall
not be required to make any remittances and payments required of employers
by
statute on the Contractor's behalf and the Contractor or any of its agents
shall
not be entitled to the fringe benefits provided by the Company to its
employees.
ARTICLE 2
CONTRACTOR'S
AGREEMENTS
2.1 Expense
Statements. The Contractor may incur expenses in the name of the
Company as agreed in advance in writing by the Company, provided that such
expenses relate solely to the carrying out of the Services. The
Contractor will immediately forward all invoices for expenses incurred on behalf
of and in the name of the Company and the Company agrees to pay said invoices
directly on a timely basis. The Contractor agrees to obtain approval
from the Company in writing for any individual expense of $1,000 or greater
or
any aggregate expense in excess of $1,000 incurred in any given month by the
Contractor in connection with the carrying out of the Services.
2.2 Regulatory
Compliance. The Contractor agrees to comply with all applicable
securities legislation and regulatory policies in relation to providing the
Services, including but not limited to United States securities laws (in
particular, Regulation FD) and the policies of the United States Securities
and
Exchange Commission.
2.3 Prohibition
Against Xxxxxxx Xxxxxxx. The Contractor hereby acknowledges that
the Contractor is aware, and further agrees that the Contractor will advise
those of its directors, officers, employees and agents who may have access
to
Confidential Information, that United States securities laws prohibit any person
who has material, non-public information about a company from purchasing or
selling securities of such a company or from communicating such information
to
any other person under circumstances in which it is reasonably foreseeable
that
such person is likely to purchase or sell such securities.
ARTICLE 3
COMPANY'S
AGREEMENTS
3.1 Compensation
Shares. The compensation for the Services rendered by the Contractor
pursuant to this Agreement shall be calculated as 10,000 (Ten Thousand) shares
per month of the Company's restricted common stock (the “Compensation Shares”)
for the Term, payable upon completion of the term.
D/WLM/872185.1
-3-
3.2 Voting
of Compensation Shares. The Contractor covenants and agrees that,
with respect to the Compensation Shares that it receives, it shall, at all
times
that it is the beneficial owner of such shares, vote such shares on all matters
coming before it as a stockholder of the Company in the same manner as the
majority of the board of directors of the Company shall recommend.
3.3 Information. Subject
to the terms of this Agreement, including without limitation Article 5 hereof, and provided that the Contractor
agrees that it will not disclose any material non-public information to any
person or entity, the Company shall make available to the Contractor such
information and data and shall permit the Contractor to have access to such
documents as are reasonably necessary to enable it to perform the Services
under
this Agreement. The Company also agrees that it will act reasonably
and promptly in reviewing materials submitted to it from time to time by the
Contractor and inform the Contractor of any material inaccuracies or omissions
in such materials.
ARTICLE 4
DURATION,
TERMINATION AND DEFAULT
4.1 Effective
Date. This Agreement shall become effective as of the December
18, 2003, (the “Effective Date”), and shall continue to December 17, 2008 (the
“Term”) or until earlier terminated pursuant to the terms of this
Agreement.
4.2 Termination. Without
prejudicing any other rights that the Company may have hereunder or at law
or in
equity, the Company may terminate this Agreement immediately upon delivery
of
written notice to the Contractor if:
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(a)
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the
Contractor breaches section 2.2 of this
Agreement;
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(b)
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the
Contractor breaches any other material term of this Agreement and
such
breach is not cured to the reasonable satisfaction of the Company
within
thirty (30) days after written notice describing the breach in reasonable
detail is delivered to the
Contractor;
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(c)
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the
Company acting reasonably determines that the Contractor has acted,
is
acting or is likely to act in a manner detrimental to the Company
or has
violated or is likely to violate the confidentiality of any information
as
provided for in this Agreement;
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(d)
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the
Contractor is unable or unwilling to perform the Services under this
Agreement, or
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(e)
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the
Contractor commits fraud, serious neglect or misconduct in the discharge
of the Services.
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4.3 Duties
Upon Termination. Upon termination of this Agreement for any
reason, the Contractor shall upon receipt of all sums due and owing, promptly
deliver the following in accordance with the directions of the
Company:
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(a)
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a
final accounting, reflecting the balance of expenses incurred on
behalf of
the Company as of the date of termination;
and
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(b)
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all
documents pertaining to the Company or this Agreement, including
but not
limited to, all books of account, correspondence and contracts, provided
that the Contractor shall be entitled thereafter to inspect, examine
and
copy all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days’ notice to the
Company.
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D/WLM/872185.1
-4-
4.4 Compensation
of Contractor on Termination. Upon termination of this Agreement,
the Contractor shall be entitled to receive as its full and sole compensation
in
discharge of obligations of the Company to the Contractor under this Agreement
all sums due and payable under this Agreement to the date of termination and
the
Contractor shall have no right to receive any further payments; provided,
however, that the Company shall have the right to offset against any payment
owing to the Contractor under this Agreement any damages, liabilities, costs
or
expenses suffered by the Company by reason of the fraud, negligence or wilful
act of the Contractor, to the extent such right has not been waived by the
Company.
ARTICLE 5
CONFIDENTIALITY
AND NON-COMPETITION
5.1 Maintenance
of Confidential Information. The Contractor acknowledges that in
the course of its appointment hereunder the Contractor will, either directly
or
indirectly, have access to and be entrusted with information (whether oral,
written or by inspection) relating to the Company or its respective affiliates,
associates or customers (the “Confidential Information”). For the
purposes of this Agreement, “Confidential Information” includes, without
limitation, any and all Developments (as defined herein), trade secrets,
inventions, innovations, techniques, processes, formulas, drawings, designs,
products, systems, creations, improvements, documentation, data, specifications,
technical reports, customer lists, supplier lists, distributor lists,
distribution channels and methods, retailer lists, reseller lists, employee
information, financial information, sales or marketing plans, competitive
analysis reports and any other thing or information whatsoever, whether
copyrightable or uncopyrightable or patentable or unpatentable. The
Contractor acknowledges that the Confidential Information constitutes a
proprietary right, which the Company is entitled to
protect. Accordingly the Contractor covenants and agrees that during
the Term and thereafter until such time as all the Confidential Information
becomes publicly known and made generally available through no action or
inaction of the Contractor, the Contractor will keep in strict confidence the
Confidential Information and shall not, without prior written consent of the
Company in each instance, disclose, use or otherwise disseminate the
Confidential Information, directly or indirectly, to any third
party.
5.2 Exceptions.
The general prohibition contained in Section 5.1
against the unauthorized disclosure, use or dissemination of the Confidential
Information shall not apply in respect of any Confidential Information
that:
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(a)
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is
available to the public generally in the form
disclosed;
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(b)
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becomes
part of the public domain through no fault of the
Contractor;
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(c)
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is
already in the lawful possession of the Contractor at the time of
receipt
of the Confidential Information; or
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(d)
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is
compelled by applicable law to be disclosed, provided that the Contractor
gives the Company prompt written notice of such requirement prior
to such
disclosure and provides assistance in obtaining an order protecting
the
Confidential Information from public
disclosure.
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5.3 Developments. Any
information, data, work product or any other thing or documentation whatsoever
which the Contractor, either by itself or in conjunction with any third party,
conceives, makes, develops, acquires or acquires knowledge of during the
Contractor’s appointment with the Company or which the Contractor, either by
itself or in conjunction with any third party, shall conceive, make, develop,
acquire or acquire knowledge of (collectively the “Developments”) during the
Term or at any time thereafter during which the Contractor is engaged by the
Company that is related to the business
D/WLM/872185.1
-5-
of
designing
and supplying security systems for the cargo transit industry shall
automatically form part of the Confidential Information and shall become and
remain the sole and exclusive property of the Company. Accordingly,
the Contractor does hereby irrevocably, exclusively and absolutely assign,
transfer and convey to the Company in perpetuity all worldwide right, title
and
interest in and to any and all Developments and other rights of whatsoever
nature and kind in or arising from or pertaining to all such Developments
created or produced by the Contractor during the course of performing this
Agreement, including, without limitation, the right to effect any registration
in the world to protect the foregoing rights. The Company shall have
the sole, absolute and unlimited right throughout the world, therefore, to
protect the Developments by patent, copyright, industrial design, trademark
or
otherwise and to make, have made, use, reconstruct, repair, modify, reproduce,
publish, distribute and sell the Developments, in whole or in part, or combine
the Developments with any other matter, or not use the Developments at all,
as
the Company sees fit.
5.4 Protection
of Developments. The Contractor does hereby agree that, both
before and after the termination of this Agreement, the Contractor shall perform
such further acts and execute and deliver such further instruments, writings,
documents and assurances (including, without limitation, specific assignments
and other documentation which may be required anywhere in the world to register
evidence of ownership of the rights assigned pursuant hereto) as the Company
shall reasonably require in order to give full effect to the true intent and
purpose of the assignment made under Section 5.3
hereof. If the Company is for any reason unable, after reasonable
effort, to secure execution by the Contractor on documents needed to effect
any
registration or to apply for or prosecute any right or protection relating
to
the Developments, the Contractor hereby designates and appoints the Company
and
its duly authorized officers and agents as the Contractor’s agent and attorney
to act for and in the Contractor’s behalf and stead to execute and file any such
document and do all other lawfully permitted acts necessary or advisable in
the
opinion of the Company to effect such registration or to apply for or prosecute
such right or protection, with the same legal force and effect as if executed
by
the Contractor.
5.5 Remedies. The
parties to this Agreement recognize that any violation or threatened violation
by the Contractor of any of the provisions contained in this Article 5 will result in immediate and irreparable
damage to the Company and that the Company could not adequately be compensated
for such damage by monetary award alone. Accordingly, the Contractor
agrees that in the event of any such violation or threatened violation, the
Company shall, in addition to any other remedies available to the Company at
law
or in equity, be entitled as a matter of right to apply to such relief by way
of
restraining order, temporary or permanent injunction and to such other relief
as
any court of competent jurisdiction may deem just and proper.
5.6 Reasonable
Restrictions. The Contractor agrees that all restrictions in this
Article 5 are reasonable and valid, and all
defenses to the strict enforcement thereof by the Company are hereby waived
by
the Contractor.
ARTICLE 6
DEVOTION
TO CONTRACT
6.1 Devotion
to Contract. During the term of this Agreement, the Contractor
shall devote sufficient time, attention, and ability to the business of the
Company, and to any associated company, as is reasonably necessary for the
proper performance of the Services pursuant to this
Agreement. Nothing contained herein shall be deemed to require the
Contractor to devote its exclusive time, attention and ability to the business
of the Company. During the term of this Agreement, the Contractor
shall, and shall cause each of its agents assigned to performance of the
Services on behalf of the Contractor, to:
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(a)
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at
all times perform the Services faithfully, diligently, to the best
of its
abilities and in the best interests of the
Company;
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D/WLM/872185.1
-6-
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(b)
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devote
such of its time, labour and attention to the business of the Company
as
is necessary for the proper performance of the Services hereunder;
and
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(c)
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refrain
from acting in any manner contrary to the best interests of the Company
or
contrary to the duties of the Contractor as contemplated
herein.
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6.2 Other
Activities. The Contractor shall not be precluded from acting in
a function similar to that contemplated under this Agreement for any other
person, firm or company.
ARTICLE 7
PRIVATE
PLACEMENT OF COMPENSATION SHARES
7.1 Documents
Required from Contractor. The Contractor shall complete, sign and
return to the Company as soon as possible, on request by the Company, such
additional documents, notices and undertakings as may be required by regulatory
authorities and applicable law.
7.2 Acknowledgements
of Contractor The Contractor acknowledges and agrees
that:
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(a)
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the
Contractor agrees and acknowledges that none of the Compensation
Shares
have been registered under the Securities Act of 1933 or under any
state
securities or "blue sky" laws of any state of the United States,
and,
unless so registered, may not be offered or sold in the United States
or,
directly or indirectly, to U.S. Persons (as that term is defined
in
Regulation S under the Securities Act of 1933), except in accordance
with
the provisions of Regulation S, pursuant to an effective registration
statement under the Securities Act of 1933, or pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of
the Securities Act of 1933 and in each case only in accordance with
applicable state securities laws;
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(b)
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the
Contractor has not acquired the Compensation Shares as a result of,
and
will not itself engage in, any “directed selling efforts” (as defined in
Regulation S under the 0000 Xxx) in the United States in respect
of any of
the Securities which would include any activities undertaken for
the
purpose of, or that could reasonably be expected to have the effect
of,
conditioning the market in the United States for the resale of any
of the
Compensation Shares; provided, however, that the Contractor may sell
or
otherwise dispose of any of the Compensation Shares pursuant to
registration thereof under the 1933 Act and any applicable state
securities laws or under an exemption from such registration
requirements;
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(c)
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the
Compensation Shares will be subject in the United States to a one
(1) year
hold period from the date of issuance of the Compensation Shares
unless
such Compensation Shares are registered with the Securities and Exchange
Commission (“SEC”);
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(d)
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the
decision to execute this Agreement and purchase the Compensation
Shares
agreed to be purchased hereunder has not been based upon any oral
or
written representation as to fact or otherwise made by or on behalf
of the
Company other than those made by the Company in the information the
Company has filed with the SEC;
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| (e) | it will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether |
D/WLM/872185.1
-7-
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commenced
or threatened) arising out of or based upon any representation or
warranty
of the Contractor contained herein or in any document furnished by
the
Contractor to the Company in connection herewith being untrue in
any
material respect or any breach or failure by the Contractor to comply
with
any covenant or agreement made by the Contractor to the Company in
connection therewith;
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(f)
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the
issuance and sale of the Compensation Shares to the Contractor will
not be
completed if it would be unlawful;
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(g)
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the
Compensation Shares are not listed on any stock exchange or subject
to
quotation and no representation has been made to the Contractor that
the
Compensation Shares will become listed on any other stock exchange
or
subject to quotation on any other quotation system except that market
makers are currently making markets in the Company’s common stock on the
OTC Bulletin Board;
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(h)
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no
securities commission or similar regulatory authority has reviewed
or
passed on the merits of the Compensation
Shares;
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(i)
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there
is no government or other insurance covering the Compensation
Shares;
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(j)
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there
are risks associated with an investment in the Compensation Shares,
including the risk that the Contractor could lose all of its
investment;
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(k)
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the
Contractor and the Contractor’s advisor(s) have had a reasonable
opportunity to ask questions of and receive answers from the Company
in
connection with the distribution of the Compensation Shares hereunder,
and
to obtain additional information, to the extent possessed or obtainable
without unreasonable effort or expense, necessary to verify the accuracy
of the information about the
Company;
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(l)
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the
books and records of the Company were available upon reasonable notice
for
inspection, subject to certain confidentiality restrictions, by the
Contractor during reasonable business hours at its principal place
of
business, and all documents, records and books in connection with
the
distribution of the Compensation Shares hereunder have been made
available
for inspection by the Contractor, the Contractor’s lawyer and/or
advisor(s);
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(m)
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the
Company will refuse to register any transfer of the Compensation
Shares
not made in accordance with the provisions of Regulation S, pursuant
to an
effective registration statement under the 1933 Act or pursuant to
an
available exemption from the registration requirements of the 1933
Act;
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(n)
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the
statutory and regulatory basis for the exemption claimed for the
offer of
the Compensation Shares, although in technical compliance with Regulation
S, would not be available if the offering is part of a plan or scheme
to
evade the registration provisions of the 1933 Act;
and
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(o)
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the
Contractor has been advised to consult the Contractor’s own legal, tax and
other advisors with respect to the merits and risks of an investment
in
the Compensation Shares and with respect to applicable resale
restrictions, and it is solely responsible (and the Company is not
in any
way responsible) for compliance
with:
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D/WLM/872185.1
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(i)
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any
applicable laws of the jurisdiction in which the Contractor is resident
in
connection with the distribution of the Compensation Shares hereunder,
and
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(ii)
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applicable
resale restrictions.
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7.3 Representations,
Warranties and Covenants of the Contractor. The Contractor hereby
represents and warrants to and covenants with the Company (which
representations, warranties and covenants shall survive the end of the expiry
of
the Term or early termination of this Agreement) that:
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(a)
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the
Contractor is not a U.S. Person and is a resident in
Canada;
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(b)
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the
Contractor is not acquiring the Compensation Shares for the account
or
benefit of, directly or indirectly, any U.S.
Person;
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(c)
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the
sale of the Compensation Shares to the Contractor as contemplated
in this
Agreement complies with or is exempt from the applicable securities
legislation of the jurisdiction of residence of the
Contractor;
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(d)
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the
Contractor is acquiring the Compensation Shares for investment only
and
not with a view to resale or distribution and, in particular, it
has no
intention to distribute either directly or indirectly any of the
Compensation Shares in the United States or to U.S.
Persons;
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(e)
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the
Contractor is outside the United States when receiving and executing
this
Agreement and is acquiring the Compensation Shares as principal for
the
Contractor’s own account, for investment purposes only, and not with a
view to, or for, resale, distribution or fractionalisation thereof,
in
whole or in part, and no other person has a direct or indirect beneficial
interest in such Compensation
Shares;
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(f)
|
the
entering into of this Agreement and the transactions contemplated
hereby
have been duly authorized by all necessary corporate action on the
part of
the Contractor;
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(g)
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the
entering into of this Agreement and the transactions contemplated
thereby
will not result in the violation of any of the terms and provisions
of any
law applicable to the Contractor, or of any agreement, written or
oral, to
which the Contractor may be a party or by which the Contractor is
or may
be bound;
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(h)
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the
Contractor has duly executed and delivered this Agreement and it
constitutes a valid and binding agreement of the Contractor enforceable
against the Contractor in accordance with its
terms;
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(i)
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the
Contractor has the requisite knowledge and experience in financial
and
business matters as to be capable of evaluating the merits and risks of
the prospective investment in the Compensation Shares and the
Company;
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(j)
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the
Contractor is not an underwriter of, or dealer in, the common shares
of
the Company, nor is the Contractor participating, pursuant to a
contractual agreement or otherwise, in the distribution of the
Compensation Shares;
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(k)
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the
Contractor is not aware of any advertisement of pertaining to the
Company
or any of the Compensation Shares;
and
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D/WLM/872185.1
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(l)
|
no
person has made to the Contractor any written or oral
representations:
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(i)
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that
any person will resell or repurchase any of the Compensation
Shares;
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(ii)
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that
any person will refund the purchase price of any of the Compensation
Shares;
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(iii)
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as
to the future price or value of any of the Compensation Shares;
or
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(iv)
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that
any of the Compensation Shares will be listed and posted for trading
on
any stock exchange or automated dealer quotation system or that
application has been made to list and post any of the Compensation
Shares
of the Company on any stock exchange or automated dealer quotation
system,
except that currently certain market makers make market in the common
shares of the Company on the OTC Bulletin
Board.
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7.4 Legending
of Compensation Shares. The Contractor hereby acknowledges that
upon the issuance thereof, and until such time as the same is no longer required
under the applicable securities laws and regulations, the certificates
representing any of the Compensation Shares will bear a legend in substantially
the following form:
NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT,
OR
ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED
OR
SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO
U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER
THE
1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT,
OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED
BY REGULATION S UNDER THE 1933 ACT.
7.5 The
Contractor hereby acknowledges and agrees to the Company making a notation
on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.
ARTICLE 8
MISCELLANEOUS
8.1 Notices. All
notices required or allowed to be given under this Agreement shall be made
either personally by delivery to or by facsimile transmission to the address
as
hereinafter set forth or to such other address as may be designated from time
to
time by such party in writing:
D/WLM/872185.1
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(a)
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in
the case of the Company, to:
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Service
Air Group Inc. (NJ, USA)
0000-000xx
Xxxxxx
Xxxxxx,
Xxxxxxx Xxxxxxxx
Xxxxxx
X0X 0X0
Attention: President
Fax
No.
(000) 000-0000
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(b)
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and
in the case of the Contractor to:
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Xxxxxxxx
Xxxxxx
00000-000xx
Xxxxxx
Xxxxxx,
Xxxxxxx Xxxxxxxx
Xxxxxx X0X
0X0
Facsimile: (000) 000-0000
8.2 Change
of Address. Any party may, from time to time, change its address
for service hereunder by written notice to the other party in the manner
aforesaid.
8.3 Entire
Agreement. As of from the date hereof, any and all previous
agreements, written or oral between the parties hereto or on their behalf
relating to the appointment of the Contractor by the Company are null and
void. The parties hereto agree that they have expressed herein their
entire understanding and agreement concerning the subject matter of this
Agreement and it is expressly agreed that no implied covenant, condition, term
or reservation or prior representation or warranty shall be read into this
Agreement relating to or concerning the subject matter hereof or any matter
or
operation provided for herein.
8.4 Further
Assurances. Each party hereto will promptly and duly execute and
deliver to the other party such further documents and assurances and take such
further action as such other party may from time to time reasonably request
in
order to more effectively carry out the intent and purpose of this Agreement
and
to establish and protect the rights and remedies created or intended to be
created hereby.
8.5 Waiver. No
provision hereof shall be deemed waived and no breach excused, unless such
waiver or consent excusing the breach is made in writing and signed by the
party
to be charged with such waiver or consent. A waiver by a party of any
provision of this Agreement shall not be construed as a waiver of a further
breach of the same provision.
8.6 Amendments
in Writing. No amendment, modification or rescission of this
Agreement shall be effective unless set forth in writing and signed by the
parties hereto.
8.7 Assignment. Except
as herein expressly provided, the respective rights and obligations of the
Contractor and the Company under this Agreement shall not be assignable by
either party without the written consent of the other party and shall, subject
to the foregoing, enure to the benefit of and be binding upon the Contractor
and
the Company and their permitted successors or assigns. Nothing herein
expressed or implied is intended to confer on any person other than the parties
hereto any rights, remedies, obligations or liabilities under or by reason
of
this Agreement.
8.8 Severability. In
the event that any provision contained in this Agreement shall be declared
invalid, illegal or unenforceable by a court or other lawful authority of
competent jurisdiction, such provision shall be deemed not to affect or impair
the validity or enforceability of any other provision of this Agreement, which
shall continue to have full force and effect.
D/WLM/872185.1
-11-
8.9 Headings. The
headings in this Agreement are inserted for convenience of reference only and
shall not affect the construction or interpretation of this
Agreement.
8.10 Number
and Gender. Wherever the singular or masculine or neuter is used
in this Agreement, the same shall be construed as meaning the plural or feminine
or a body politic or corporate and vice versa where the context so
requires.
8.11 Time. Time
shall be of the essence of this Agreement. In the event that any day on or
before which any action is required to be taken hereunder is not a business
day,
then such action shall be required to be taken at or before the requisite time
on the next succeeding day that is a business day. For the purposes
of this Agreement, “business day” means a day which is not Saturday or Sunday or
a statutory holiday in Reno, Nevada, U.S.A.
8.12 Enurement. This
Agreement is intended to bind and enure to the benefit of the Company, its
successors and assigns, and the Contractor and the personal legal
representatives of the Contractor.
8.13 Counterparts. This
Agreement may be executed in several counterparts, each of which will be deemed
to be an original and all of which will together constitute one and the same
instrument.
8.14 Currency. Unless
otherwise provided, all dollar amounts referred to in this Agreement are in
lawful money of the United States of America.
8.15 Electronic
Means. Delivery of an executed copy of this Agreement by
electronic facsimile transmission or other means of electronic communication
capable of producing a printed copy will be deemed to be execution and delivery
of this Agreement as of the effective date of this Agreement.
8.16 Proper
Law. This Agreement will be governed by and construed in
accordance with the law of British Columbia. The parties hereby
attorn to the jurisdiction of the Courts in the Province of British
Columbia.
IN
WITNESS WHEREOF, the parties have
duly executed this Agreement as of the day and year first above
written.
SERVICE
AIR GROUP INC. (US)
Per: /s/
Xxxxxxxx
Xxxxxx
Authorized
Signatory
Name: Xxxxxxxx
Xxxxxx
Title: Director
/s/Xxxxxxxx
Xxxxxx
Xxxxxxxx Xxxxxx
D/WLM/872185.1
SCHEDULE A
Pursuant
to the Consulting Agreement, the Contractor will perform the following
services:
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1.
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reporting
directly to the Board of Directors of the Company, the Contractor
shall
serve as the Chief Executive Officer, Chief Financial Officer
and President of the
Company;
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2.
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the
Contractor shall be responsible for setting the overall corporate
direction for the Company, including establishing and maintaining
budgets
for the Company and ensuring the Company has adequate capital for
its
operations, marketing and general corporate activities, all subject
to any
applicable law and to instructions provided by the Board of Directors
of
the Company from time to time;
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3.
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the
Contractor shall faithfully, honestly and diligently serve the Company
and
cooperate with the Company and utilize maximum professional skill
and care
to ensure that all services rendered hereunder are to the satisfaction
of
the company, acting reasonably, and the Contractor shall provide
any other
services not specifically mentioned herein, but which by reason of
the
Contractor’s capability the Contractor knows or ought to know to be
necessary to ensure that the best interests of the Company are
maintained;
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4.
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the
Contractor shall assume, obey, implement and execute such duties,
directions, responsibilities, procedures, policies and lawful orders
as
may be determined or given from time to time by the Company;
and
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5.
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the
Contractor shall report the results of his/her duties hereunder to
the
Company as it may request from time to
time.
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