Consulting Agreement
THIS AGREEMENT made as of 1st day of February 2001, between CALIFORNIA ELECTRIC
AUTOMOBILE COMPANY, INC. (the "Company") and CAPTAIN XXXXX X. XXXXX (the
"Consultant").
WHEREAS:
1. The Company is involved, inter alia, in the manufacture and sale of
electric and hybrid electric motor vehicles;
2. The Company wishes to engage the services of the Consultant to
perform the functions of manufacturing and selling electric motor vehicles as
well as developing, manufacturing and selling electric boats;
3. The Consultant recognises and acknowledges that the Company has
invested substantially in the development of its products and business, and that
the Consultant will benefit from the said investments of the Company and from
its name, goodwill, contacts and corporate reputation;
4. The Consultant will become aware of information regarding the
customers, activities, techniques, business lists, contacts, products and
financial information of the Company along with other confidential matters and
trade secrets;
5. The Consultant recognises that in order to fulfil its obligations
hereunder, the Company will entrust the Consultant with these confidential
matters and trade secrets, but only for the sole use and benefit of the Company;
IN CONSIDERATION of their respective duties and obligations the Company and the
Consultant (collectively, "the parties") do hereby agree as follows:
1. Recitals
The Parties acknowledge and agree that the recitals set out above are true and
correct, and, are hereby incorporated into, and form part of, this Consulting
Agreement.
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2. Appointment
(1) The Company agrees to retain the services of the Consultant to perform the
functions of President, for an initial term (the "Term") of one year commencing
on February 1, 2001, and, the Consultant agrees to provide such services to the
Company in such capacity.
(2) The Parties agree that this Consulting Agreement may be renewed, upon the
written agreement of the Parties following the expiry of the initial one-year
Term referenced at paragraph 2(1) above, for additional Terms of one year,
subject to the understanding that in the final sixty days of the initial
one-year Term of this Consulting Agreement, they will meet to negotiate the
provisions of the renewal agreement.
(3) Should the renewal negotiations not be concluded by the end of the Term
then, during the continuation of such negotiations, the Parties agree that the
terms and provisions of this Consulting Agreement will be continued on a
month-to-month basis.
3. Services
(1) The Consultant agrees that the Services to be provided under this Consulting
Agreement will be provided personally by him.
(2) The Consultant shall at all times and in all respects do its utmost to
enhance and develop the business interests and welfare of the Company.
(3) The Consultant agrees to provide the Services contracted for hereunder, and,
to undertake such other responsibilities as may be requested of the Consultant
by the Company from time to time.
(4) The Consultant further agrees to be subject to such supervision as may be
imposed by the Company, and, the Consultant further agrees to furnish regular
reports and any other data and information as may, from time to time, be
requested by the Company.
(5) The Consultant agrees that the Company alone shall have the exclusive right
to apply for, prosecute and obtain any and all copyrights, patents, industrial
designs, trademarks, or any other intellectual property in respect of the
Intellectual Property. The Consultant agrees, both during the Term of this
Consulting Agreement and thereafter, to execute and demand any such
applications, transfers, assignments and other documents which the Company may
deem necessary or desirable for the purpose of vesting in, or assigning to, the
Company all title to the Intellectual Property, and for the purpose of applying
for, prosecuting and obtaining registrations for any and all copyrights,
patents, industrial designs, trade marks, topographies or any and all other
intellectual property in respect thereof. The Consultant further undertakes and
agrees to co-operate and assist in every way possible in the prosecution of any
such applications, and the Consultant acknowledges that this agreement to
co-operate and assist in the prosecution of any such applications shall continue
notwithstanding the termination of this Consulting Agreement.
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4. Confidentiality
(1) The Consultant acknowledges that, in connection with the Services being
rendered under this Consulting Agreement, the Consultant will acquire and make
use of confidential information and trade secrets of the Company or its business
including, but not limited to, customer lists, financial statements, software
design and documentation, manufacturing techniques, internal memoranda,
marketing programs, reports and similar business systems, practices and
procedures used or implemented by the Company, and other materials or records of
a proprietary nature which are not generally known to the public (all of which
is hereinafter referred to as the "Confidential Information"), and that
maintenance of the proprietary character of such information, to the full extent
feasible, is important to the Company.
5. Compensation
(1) The Company hereby agrees that the Consultant shall be compensated in the
following manner:
(i) the sum of Fifty-Five Thousand Dollars ($55,000.00) per annum,
payable in the sum of Five Thousand Dollars monthly, in arrears,
for a period of eleven (11) months, payable on the last day of
month. The Consultant shall provide monthly invoices for Services
rendered by him;
(ii) the sum of Five Hundred Dollars ($500.00) per month on account of
the Consultant's car expenses;
(iii) a total of Three Hundred Thousand (300,000) restricted shares of
American Electric Automobile Company, Inc.
(2) The Parties understand and agree that any and all deductions, assessments
and remittances required as a result of the compensation payable to the
Consultant pursuant to paragraph 5 of this Consulting Agreement shall be and
remain the sole responsibility of the Consultant.
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6. Expenses
The Consultant shall be reimbursed by the Company for all reasonable business
expenses which were incurred by the Consultant during the performance of his
services hereunder. The Company will provide the Consultant with a xxxxx cash
float for the Consultant to use for out-of-pocket, business related expenses.
The Consultant shall provide the Company with all invoices related to such
expenses on a weekly basis. The Company will replenish the xxxxx cash float as
required.
7. Termination of Agreement
(1) The Term of this Consulting Agreement shall be the Term specified in
paragraph 2(1).
(2) The Company may elect to terminate this Consulting Agreement at any time
upon paying the Consultant the equivalent of the Consultant's monthly
compensation, as specified in paragraph 5 above, for a period of two (2) months.
(3) The Consultant may terminate this Consulting Agreement at any time during
the Term hereof and during the term of any negotiated renewal period by
providing the Company with one (1) month's advance written notice of the
Consultant's intention to do so.
8. Waiver
No waiver of any provision of this Consulting Agreement shall be effective
unless it is in writing and signed by the party waiving its rights, and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.
9. Notice
Any notice required to be given, served or delivered to either of the Parties
hereto shall be sufficient if it is in writing and sent by certified or
registered mail, with proper postage prepared, addressed as follows:
To the Company:
California Electric Automobile
Company, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xxxxxx Xxxxxxxx
Tel: (000) 000-0000
Fax: (000) 000-0000
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To the Consultant:
Captain Xxxxx Xxxxx
00000 Xxxxx Xxxxxx
Xxxxxxxx, XX
00000
Tel: (000) 000-0000
Fax: (000) 000-0000
or to such other address as either Party hereto may, from time to time,
designate by written notice to the other. Notice shall be deemed to be given on
the same day if sent by fax or on the next business day if sent by overnight
courier. If sent any other way, notice shall be deemed to be given five (5)
business days after being sent.
10. Governing Law
(1) This Consulting Agreement shall be governed and construed in accordance with
the laws of the Province of Ontario.
(2) If any provision or part thereof of this Consulting Agreement is determined
to be prohibited by, or invalid under applicable law, then such provision or
part thereof shall be ineffective to the extent of such prohibition or
invalidity without invalidating the remainder of such provision or the remaining
provisions of this Consulting Agreement.
11. Entire Agreement
The Parties understand and agree that this Consulting Agreement sets forth the
entire agreement of the Parties, and further that all prior agreements existing
between them, whether oral or written, are hereby replaced and superseded. The
Parties further agree that this Consulting Agreement may be changed or modified
only by a written document signed by the Party against whom the enforcement of
any such change or modification is sought.
13. Independent Legal Advice
Each of the parties hereto acknowledge that they have been advised to seek
independent legal representation with respect to the contents of the herein
Agreement and that they have been provided with a copy of the Agreement herein
and have had the opportunity to consult with a lawyer of their choosing.
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13. Monetary Amounts
All monetary amounts referred to herein shall be in United States Dollars.
IN WITNESS WHEREOF the parties have signed this Agreement on the 30th day of
March, 2001.
California Electric Automobile
Company Inc.
Per: /s/ Xxxxxx Xxxxxxxx
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Name: Xxxxxx Xxxxxxxx
Title: Chief Executive Officer
I have authority to bind the Corporation
/s/ Xxxxx Xxxxxxx /s/ Capt. Xxxxx Xxxxx
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Witness Captain Xxxxx X. Xxxxx
