EXHIBIT 3.84
RELEASE
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IN CONSIDERATION of the sum of Two Hundred and Nine Thousand United
States dollars (US $209,000.00) to be paid immediately and the sum of Sixty
Thousand United States dollars (US $60,000.00) to be paid under the Consulting
Agreement as set forth and described in the attached Schedule "A" by
Xxxxxxxxxxxxx.xxx Inc., a company incorporated in the Province of Ontario,
Canada, with offices at 0 Xxxxxxxx Xxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxx (the
Corporation) to the undersigned and other good and valuable consideration (the
receipt and sufficiency of which is hereby acknowledged), the undersigned being
Sierra Holdings Limited and Xxxxx Xxxxxx (hereinafter referred to as the
"Undersigned Parties") hereby fully and completely release and forever discharge
the Corporation, its directors, officers, subsidiaries, shareholders, partners,
employees and any other of its representatives from any and all actions, causes
of actions, claims and demands, for damages, loss or injury, howsoever and
wherever arising, which heretofore may have been or may hereafter be sustained
by the Undersigned Parties in connection with or arising out of any and all
relationships including but not limited to employment and consulting of the
Undersigned Parties with the Corporation, its subsidiaries IL Data Corporation,
Inc., IL Data Canada Inc. and the business conducted through the web site known
as Xxxxxxxxxxxxx.xxx.
AND FOR THE SAID CONSIDERATION the Undersigned Parties hereby donate
to the treasury of the Corporation, Three Million, Eight Hundred and Ninety
Thousand (3,890,000) common shares issued in the capital of the Corporation and
cancels the options held to buy Two Hundred and Ninety Thousand (290,000) common
shares of the Corporation.
AND FOR THE SAID CONSIDERATION the Undersigned Parties represent and
warrant that the Undersigned Parties have not assigned to any person, firm or
corporation any of the actions, causes of action, claims or demands which it
releases by this Release.
THE UNDERSIGNED PARTIES agree to maintain the terms of this settlement
and any matter in dispute with the Corporation or its subsidiaries, in
confidence and further agrees that the circumstances surrounding the execution
of this Release will not be reported to any other party or organization save and
except as required by relevant regulatory authorities.
ALL OF THE FOREGOING shall inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and representatives and be
binding upon the parties hereto and their respective successors, assigns, heirs
and representatives.
IN WITNESS WHEREOF the undersigned has executed this Agreement under
seal in the presence of the witness whose signature is subscribed below and has
executed this Agreement by proper signing officers under their respective
corporate seals.
EXECUTED at Charlottesville, Virginia this 1/st/ day of March 2001.
Sierra Holdings Limited
_______________________________ Per____________________________c/s
Witness Name:
Title:
Authorized Signing Officer
_______________________________ __________________________________
Witness Xxxxx Xxxxxx
Schedule "A"
CONSULTING AGREEMENT
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THIS AGREEMENT made effective the 1st day of March, 2001 (the
"Effective Date").
B E T W E E N:
XXXXXXXXXXXXX.XXX INC., corporation incorporated under the laws
of the Province of Ontario
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
- and -
XXXXX XXXXXX, a businessperson residing in
Charlottesville, VA.
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Consultant has developed certain considerable expertise in
the area of internet commerce and related industries and, in particular, the
maintenance and operations of corporate entities in such business;
WHEREAS the Corporation is engaged in the business of owning and
operating, through its wholly owned subsidiary, the internet investment site
xxx.xxxxxxxxxxxxx.xxx, which provides certain news services (the "Business");
AND WHEREAS the Corporation desires to obtain and apply the expertise
of the Consultant to the Business by adding the Consultant to the Corporation's
Operations and Maintenance.
NOW THEREFORE THIS AGREEMENT WITNESSES that for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged by
each of the parties hereto) the parties make the arrangements and
acknowledgements hereinafter set forth:
1. Consulting Services - The Corporation hereby retains the services of the
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Consultant and the Consultant hereby agrees to provide the consulting
services (the "Services") to the Corporation described in this
Agreement, by acting as a member of the Corporation's Operations and
Maintenance Team, to provide such Services to benefit determination
and implementation of the Corporation's plans for its Business.
2. Scope of Services - On Operations and Maintenance Team, with the obligation
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of providing advice to the Corporation's Board of Directors concerning
the Business, the Consultant shall present to the best of the
Consultant's ability the Business and profile of the Corporation to
members of the public to maximize the Corporation's public exposure,
together with such other ancillary and related duties as the
Corporation may reasonably require from time to time, and shall commit
such time, effort and attention to the business and affairs of the
Corporation as required to fulfill the Consultant's obligations
hereunder in a professional and competent manner. Without limiting the
generality of the foregoing, the Consultant shall meet with management
of the Corporation to fully familiarize with the Corporation, the
Business and its business plans and shall attend and arrange for such
meetings on behalf of the Corporation as may be necessary to
effectively determine and implement the plans of the Corporation and
the Business in the manner contemplated hereunder. All materials
utilized by the Consultant in carrying out the Services shall be
subject to the prior written consent of the Corporation and the
Consultant acknowledges and agrees it will not utilize any information
about the Corporation or the Business, whether oral or written, if
such information may not be disseminated under applicable laws and
regulations, including, without limiting the generality of the
foregoing, timely disclosure obligations, forward oriented financial
information and xxxxxxx xxxxxxx. Any failure by the Consultant to
adhere to these requirements will result in all consequences thereof
being the sole responsibility of the Consultant.
3. Qualifications - The Consultant represents that he has all the necessary
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knowledge, experience, abilities, qualifications and contacts to
effectively perform the Services. The Consultant represents that the
Consultant shall provide the Services in such manner as to permit the
Corporation to have full benefit of the Consultant's knowledge,
experience, abilities, qualifications and contacts and to provide the
Services in strict compliance with all applicable laws and
regulations.
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4. Term - This Agreement is effective as of the Effective Date and shall
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remain in force, for a period of 6 months.
5. Compensation - In full consideration of the Consultant's Services
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hereunder, the Corporation shall compensate the Consultant the sum of
$10,000 US per month beginning March 1, 2001.
6. Confidential Information
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(1) As used herein the words "Confidential Information" include:
(1) such information as a director, officer or senior employee
of the Corporation may from time to time designate to the
Consultant as being included in the expression "Confidential
Information";
(2) any secret or trade secret or know how of the Corporation or
any information relating to the Corporation or to any person,
firm or other entity with which the Corporation does business
which is not known to persons outside the Corporation;
(3) any information, process or idea that is not generally known
outside of the Corporation;
(4) all proprietary and financial information relating to the
Corporation;
(5) all computer programs including algorithms, specifications,
flow charts, listings, source codes and object codes either owned
by the Corporation or to which the Corporation has access and
wishes to keep confidential; and
(6) all investor information and lists owned by the Corporation.
The Consultant acknowledges that the foregoing is intended to be
illustrative and that other Confidential Information may currently
exist or arise in the future.
(2) The Corporation and the Consultant acknowledge and agree that the
relationship between them is one of mutual trust and reliance.
(3) The Consultant acknowledges that the Consultant may be exposed from
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time to time to information and knowledge, including Confidential
Information, relating to all aspects of the business of the
Corporation, the disclosure of any of which to the Corporation's
competitors, customers, or the general public may be highly
detrimental to the best interests of the Corporation.
(4) The Consultant acknowledges that the business of the Corporation
cannot be properly protected from adverse consequences of the actions
of the Consultant other than by restrictions as hereinafter set forth.
(5) The Consultant agrees not to disclose at any time, either during or
after the termination of the Consultant's relationship with the
Corporation, to any person any Confidential Information except as
authorized expressly in writing by a director of the Corporation
unless such Confidential Information has ceased to be confidential.
(6) In the event this Agreement is terminated for any reason whatsoever,
whether by affluxation of time or otherwise, the Consultant shall
forthwith upon such termination return to the Corporation each and
every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under
the control of the Consultant at that time.
7. Use of Consultant's Work - Notwithstanding any other provisions of this
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Agreement, the Corporation shall not be bound to act on or otherwise
utilize the Consultant's advice or materials produced by the
Consultant in the performance of the Services or in the Consultant's
role as a member of the Corporation's Advisory Board.
8. Compliance with Laws - The Consultant shall in the performance of this
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Agreement comply with all laws, regulations and orders of the federal
laws of Canada and of the province of Ontario.
9. Independent Contractor - The Consultant shall provide the Services to the
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Corporation as an independent contractor and not as an employee of the
Corporation and acknowledges that an employer-employee relationship is
not created by this Agreement. The Consultant shall have no power or
authority to bind the Corporation or to assume or create any
obligation or responsibility, expressed or implied, on the
Corporation's behalf, or in its name, nor shall he represent to anyone
that he has such power or authority, except as expressly provided in
this Agreement.
10. Termination -
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1 This Agreement shall, if not previously terminated as provided
for herein, automatically be determined at the close of business on
August 31, 2001.
2 Either or both of the Corporation and the Consultant may
terminate this Agreement in the event that the Corporation or the
Consultant is in material breach of any of the terms or conditions of
the Agreement, if such breach has not been cured within ten (10) days
of service on the Corporation or the Consultant of written notice of
such breach.
3 This Agreement shall be terminated automatically and with
immediate effect if at any time either the Corporation or the
Consultant becomes insolvent or voluntarily or involuntarily bankrupt,
or makes an assignment for the benefit of its or her creditors, or if
the Consultant dies.
4 In no event shall either the Corporation or the Consultant be
under any obligation to renew or extend the term thereof, nor shall
the Corporation or the Consultant be entitled to any termination
payment, compensation or other payment of any nature or kind
whatsoever not specifically provided for in this Agreement when this
Agreement terminates, for whatever cause whether by affluxion of time
or otherwise.
11. Assignment - The Consultant shall not assign, transfer, sub-contract or
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pledge this Agreement or any rights or the performance of any
obligation arising under this Agreement, without the prior written
consent of the Corporation.
12. Survival - Any terms or conditions of this Agreement by which obligations
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of either party are applicable or which extend or may extend beyond
termination of this Agreement (whether expressly or by implication)
shall survive and continue in full force and effect notwithstanding
such termination. Without limitation, the parties acknowledge that
Sections 6 and 10 shall survive termination of this Agreement.
13. Governing Law - This Agreement and the rights and obligations and relations
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of the parties hereto shall be governed by and construed in accordance
with the laws of the Province of Ontario and the federal laws of
Canada applicable therein (but without giving effect to any conflict
of laws rules). The parties hereto agree that the Courts of Ontario
shall have jurisdiction to entertain any action or other legal
proceedings based on any provisions of this Agreement. Each party
hereto does hereby attorn to the jurisdiction of the Courts of the
Province of Ontario.
14. Partial Invalidity - In any provision of this Agreement or the application
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thereof
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to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Agreement, or the application of
such provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected
thereby and each provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law and be independent of
every other provision of this Agreement.
15. Further Assurances - Each party hereto agrees from time to time, subsequent
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to the date hereof, to execute and deliver or cause to be executed and
delivered to the other of them such instruments or further assurances
as may, in the reasonable opinion of the other of them, be necessary
or desirable to give effect to the provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on
the 1st day of March 2001, with the intention that it shall be effective as of
the effective date.
SIGNED, SEALED AND DELIVERED
)XXXXXXXXXXXXX.XXX INC.
in the presence of )
)
)
)__________________________________
) Per: Xxxxxxx Xxxxxxxxx,
President
)
)
)
)
)
____________________________________________ )__________________________________
Witness )Xxxxx Xxxxxx
