Exhibit 4.2
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made as of the 1st day of July 2003.
BETWEEN:
PERFISANS NETWORK CORPORATION
A corporation incorporated under the
Laws of the Province of Ontario
(Hereinafter called the "Corporation")
OF THE FIRST PART,
- And -
HARBOUR CAPITAL MANAGEMENT GROUP (1999) INC.
A corporation incorporated under the
Laws of the Province Ontario
(Hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
(A) the Corporation is in the business of developing and marketing of
semi-conductor products for the SANS market; and
(B) the Corporation wishes to retain the Consultant, and the Consultant
has agreed to accept such assignment, upon the terms and conditions
hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the mutual promises and agreements herein contained (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto covenant and agree as follows:
ARTICLE I.
ENGAGEMENT OF THE CONSULTANT AND DUTIES
1.1 ENGAGEMENT
Subject to the terms of this Agreement, the Corporation hereby retains the
Consultant to Render consulting advice and services to the Corporation, and
to any subsidiaries and/or affiliates of the Corporation, in connection
with the investor relations, financial and equity raise requirements of the
Corporation, its subsidiaries and its affiliates.
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1.2 SERVICES
(a) The Consultant shall provide consulting services to the Corporation
(the "Consulting Services") in such manner as the Corporation and the
Consultant may reasonably agree, directly or through associates of
the Consultant, and shall devote such time and attention to the
business and affairs of the Corporation as may be necessary to
provide such Consulting Services. Such Consulting Services shall
include (but not limited to):
(i) Liaison with investors and act as the corporate relations
officer for the Company:
(ii) Assist in any fund raising efforts that may be required from
time to time and which the Consultant will be compensated by
the Company under a separate agreement by both parties; and
(iii) to perform such other duties, as the Consultant shall
reasonably be directed to perform by the Corporation and to
report to the Corporation details of the Consultant's
activities on behalf of the Corporation as requested by the
Corporation.
(b) It is expressly acknowledged and agreed by the parties that:
(i) the Consultant is not a registrant as such term is defined in
the SECURITIES ACT (Ontario) (the "Act");
(ii) the Consultant is not an associate or affiliate (as such
terms are defined in the Act) of the Corporation; and
(iii) neither the Corporation nor any affiliate of the Corporation
is an associate of the Consultant.
ARTICLE II.
REMUNERATION AND EXPENSES
2.1 CONSULTING FEE
In consideration for the provision of the aforesaid Consulting Services,
the Company will pay the Consultant an amount equivalent to US$15,000.00
per month backdated from the date of this agreement upon the Consultant
raising an additional US$1.5 million (or more) and on the first day of
every month. The Consultant may elect to convert its retainer into common
shares of the company if it so chooses but will be subjected to regulatory
approval and/or the rules and regulations of the SEC. In addition (during
the terms of this agreement and while it remains in effect) and subject to
the Terms of the Corporation's stock option plan (the "Plan), and
conditional upon shareholder approval and regulatory approval, the
Corporation shall grant to the Consultant an option (the
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"Option") to purchase an aggregate of up to 200,000 common shares of the
Corporation annually at a price of US$0.25 cents per share annually. The
parties shall enter into a stock option agreement (the "Stock Option
Agreement") concurrently with execution of this Agreement to give effect to
the grant of the Option. It is acknowledged and agreed that the Option may
be exercised at the sole option of the Consultant through the conversion of
indebtedness, whether outstanding as at the date hereof, or as may be
outstanding from time to time during the term of this Agreement. It is
further acknowledged that the Agreement shall not be construed as a waiver
of the Consultant's right to be paid in cash for any such indebtedness.
2.2 EXPENSE
Reasonable travel, entertainment and other expenses necessarily incurred by
the Consultant pursuant to the Consultant's rights and responsibilities
under this Agreement, will be reimbursed to the Consultant by the
Corporation against submission of appropriate vouchers or invoices in
accordance with such reasonable guidelines as may be established by the
board of directors of the Corporation from time to time.
ARTICLE III.
TERM OF ENGAGEMENT
3.1 TERM
The term of this Agreement shall commence and become effective on July 1,
2003 for a period ended one year thereafter and may be terminated during
such one year period by either party giving sixty (60) days notice to the
other that it intends to terminate this Agreement.
ARTICLE IV.
CONFIDENTIALITY
4.1 CONFIDENTIALITY
The Consultant shall not disclose, during the term of this Agreement or at
any time Thereafter, any information concerning the business and affairs of
the Corporation or its subsidiaries, affiliated corporations or associates,
which it may have learned while providing the Consulting Services, to any
person not an officer or director of the Corporation other than in the
proper discharge of its duties under this Agreement and it shall not use,
for its own purpose or for any purpose other than that of the Corporation,
either during the continuance of its engagement under this Agreement or at
any time thereafter, any information it may have acquired, or may acquire,
in or in relation to the business of the Corporation, its subsidiaries,
affiliated corporations or associates.
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ARTICLE V.
MISCELLANEOUS
5.1 AGENCY
Nothing herein contained shall constitute the Corporation or the Consultant
the agent of the other. The relationship herein created shall be that of
independent contractors acting at arm's length.
5.2 NOTICES
Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage
prepaid, addressed to the parties at their respective addresses set forth
below:
a) If to the Corporation:
Perfisans Network Corporation
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX
X0X 0X0
Attention: To-Xxx Xxx
b) If to the Consultant:
Harbour Capital Management Group (1999) Inc.
00 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX. X0X 0X0
Attention: Xxxxxxx Xxx
and any such notices given by hand delivery or by facsimile transmission
shall be deemed to have been received on the date of delivery or
transmission and if given by prepaid registered mail, shall be deemed to
have been received on the third business day immediately following the date
of mailing. The parties shall be entitled to give notice of changes of
address from time to time in the manner herein before provided for the
giving of notice.
5.3 SEVERABILITY
If any provision of this Agreement or its application to nay party or
circumstance is Restricted, prohibited or unenforceable, such provisions
shall, as to such jurisdiction, be ineffective only to the extent of any
such restriction, prohibition or unenforceability
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without invalidating the remaining provisions hereof and without affecting
the validity or enforceability of such provision or application to other
parties or circumstances.
5.4 COUNTERPARTS
This Agreement may be executed in any number of counterparts by original or
facsimile signature, each of which when executed and delivered shall be an
original but such counterparts together shall constitute one and the same
instrument.
5.5 GOVERNING LAWS
This Agreement shall be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
5.6 ASSIGNMENT AND SUCCESSORS
The rights which accrue to the parties under this Agreement shall be
binding upon and enure to the benefit of the heirs, executors,
administrators, successors and permitted assigns of the parties hereto as
the case may be.
5.7 INDEPENDENT LEGAL ADVICE
The parties hereby acknowledge that this provision shall serve as notice to
each party of being advised to arrange for such independent legal advice
with respect tot this Agreement, each of the matters herein and the
implications thereof, as each party may independently deem necessary, and
that each party has either obtained such independent legal advice or hereby
waives the right thereto by signing this Agreement.
5.8 TIME OF THE ESSENCE
Time shall be the essence of this Agreement and every part thereof.
5.9 ENTIRE AGREEMENT
This Agreement, including the recitals set out above which shall form an
integral part of this Agreement, constitutes the entire agreement between
the parties hereto pertaining to the subject matter hereof and supersedes
all prior and contemporaneous agreements, understandings, negotiations and
discussion, whether oral or written of the parties hereto in connection
with the subject matter hereof. No supplement, modification, waiver or
termination of this Agreement shall be binding, unless executed in writing
by the parties to be bound thereby.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written.
PERFISANS NETWORK CORPORATION
PER: /s/ Xxx Xxxx
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A.S.O.
HARBOUR CAPITAL MANAGEMENT
GROUP (1999) INC.
PER: /s/ Alpha Pang
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