Exhibit 4.1(a)
CONSULTING AGREEMENT
AGREEMENT, effective as of the 24/th/ day of September, 2001, between
Aquatic Cellulose International Corporation, a Nevada Corporation (the
"Company"), of 0000 00xx Xxxxxx, Xxxxxx XX, VIT 5N6, and Xxxx Xxxx (the
"Consultant"), of 4275 Executive Square, Xxxxxx Xxxxx, Xxxxx 000, Xx Xxxxx,
Xxxxxxxxxx 00000.
WHEREAS, THE Company desires the Consultant to provide consulting services
to the Company pursuant hereto and Consultant is agreeable to providing such
services.
NOW THEREFORE, in consideration of the premises and the mutual promises set
forth herein, the parties hereto agree as follows:
1. Consultant shall serve as a consultant to the Company on general
corporate matters, particularly related to shareholder relations, and
other projects as may be assigned by Xxxx Xxxxxx, Chief Executive
Officer of the Company on an as needed basis.
2. The Company shall be entitled to Consultant's services for reasonable
times when and to the extent requested by, and subject to the direction
of Xx. Xxxxxx.
3. Reasonable travel and other expenses necessarily incurred by Consultant
to render such services, and approved in advance by the Company, shall
be reimbursed by the Company promptly upon receipt of proper statements,
including appropriate documentation, with regard to the nature and
amount of those expenses. Those statements shall be furnished to the
Company monthly at the end of each calendar month in the Consulting
Period during which any such expenses are incurred. Company shall pay
expenses within fifteen (15) business days of the receipt of a request
with appropriate documentation.
4. In consideration for the services to be performed by Consultant, the
Consultant will receive warrants to purchase One million, three
hundred-fifty thousand (1,250,000) shares of the common stock of the
Company at an exercise price of one cent ($0.01) per share.
5. It is the express intention of the parties that the Consultant is an
independent contractor and not an employee or agent of the Company.
Nothing in this agreement shall be interpreted or construed as creating
or establishing the relationship of employer and employee between the
Consultant and the Company. Both parties acknowledge that the Consultant
is not an employee for state or federal tax purposes. The Consultant
shall retain the right to perform services for others during the term of
this agreement.
6. Neither this agreement nor any duties or obligations under this
agreement may be assigned by the Consultant without the prior written
consent of the Company.
7. This agreement may be terminated upon ten (10) days written notice by
either the Company or the Consultant.
8. Any notices to be given hereunder by either party to the other may be
given either by personal delivery in writing or by mail, registered or
certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the addressed appearing in
the introductory paragraph of this agreement, but each party may change
the address by written notice in accordance with the paragraph. Notices
delivered personally will be deemed communicated as of actual receipt;
mailed notices will be deemed communicated as of two days after
mailing.
9. This agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the rendering of
services by the Consultant for the Company and contains all the
covenants and agreements between the parties with respect to the
rendering of such services in any manner whatsoever. Each party to this
agreement acknowledges that no representations, inducements, promises,
or agreements, orally or otherwise, have been made by any party, or
anyone acting on behalf of any party, which are not embodied herein,
and that no other agreement, statement, or promise not contained in
this agreement shall be valid or binding. Any modification of this
agreement will be effective only if it is in writing signed by the
party to be charged.
10. This agreement will be governed by and construed in accordance with the
laws of the State of California, without regard to its conflicts of
laws provisions; and the parties agree that the proper venue for the
resolution of any disputes hereunder shall be Orange County,
California.
11. For purposes of this Agreement, Intellectual Property will mean (i)
works, ideas, discoveries, or inventions eligible for copyright,
trademark, patent or trade secret protection; and (ii) any applications
for trademarks or patents, issued trademarks or patents, or copyright
registrations regarding such items. Any items of Intellectual Property
discovered or developed by the Consultant (or the Consultant's
employees) during the term of this Agreement will be the property of
the Consultant, subject to the irrevocable right and license of the
Company to make, use or sell products and services derived from or
incorporating any such Intellectual Property without payment of
royalties. Such rights and license will be exclusive during the term of
this Agreement, and any extensions or renewals of it. After termination
of this Agreement, such rights and license will be nonexclusive, but
will remain royalty-free. Notwithstanding the preceding, the textual
and/or graphic content of materials created by the Consultant under
this Agreement (as opposed to the form or format of such materials)
will be, and hereby are, deemed to be "works made for hire" and will be
the exclusive property of the Company. Each party agrees to execute
such documents as may be necessary to perfect and preserve the rights
of either party with respect to such Intellectual Property.
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12. The written, printed, graphic, or electronically recorded materials
furnished by the Company for use by the Consultant are Proprietary
Information and are the property of the Company. Proprietary
Information includes, but is not limited to, product specifications
and/or designs, pricing information, specific customer requirements,
customer and potential customer lists, and information on Company's
employees, agent, or divisions. The Consultant shall maintain in
confidence and shall not, directly or indirectly, disclose or use,
either during or after the term of this agreement, any Proprietary
Information, confidential information, or know-how belonging to the
Company, whether or not is in written form, except to the extent
necessary to perform services under this agreement. On termination of
the Consultant's services to the Company, or at the request of the
Company before termination, the Consultant shall deliver to the Company
all material in the Consultant's possession relating to the Company's
business.
13. The obligations regarding Proprietary Information extend to information
belonging to customers and suppliers of the Company about which the
Consultant may have gained knowledge as a result of performing services
hereunder.
14. The Consultant shall not, during the term of this agreement and for a
period of one year immediately after the termination of this agreement,
or any extension of it, either directly or indirectly (a) for purposes
competitive with the products or services currently offered by the
Company, call on, solicit, or take away any of the Company's customers
or potential customers about whom the Consultant became aware as a
result of the Consultant's services to the Company hereunder, either
for the Consultant or for any other person or entity, or (b) solicit or
take away or attempt to solicit or take away any of the Company's
employees or consultants either for the Consultant or for any other
person or entity.
15. The Company will indemnify and hold harmless Consultant from any claims
or damages related to statements prepared by or made by Consultant that
are either approved in advance by the Company or entirely based on
information provided by the Company.
Consultant: Company:
Xxxx Xxxx Aquatic Cellulose International, Corp.
/s/ Xxxx Xxxx
______________________ By: /s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Chief Executive Officer
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