Exhibit 10.3
CONSULTING AGREEMENT
THIS AGREEMENT is dated the first day of January, 1997
BETWEEN:
Xxxxxx Refrigerated Warehouses, Inc.
000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 00000
(herein called the "Client")
- and -
Xxxxx X. Xxxxx, P. Eng.
0000 Xxxxxxxxx Xxxxx.
Xxxxxxxxxxx, Xxxxxxx, X0X 0X0
(herein called the "Consultant")
WHEREAS, the Client desires to engage the Consultant to provide services to the
Client for the term of this Agreement and the Consultant has agreed to provide
such services, all in consideration and upon the terms and conditions contained
herein;
NOW, THEREFORE, it is hereby agreed as follows:
1. Services
--------
The Client agrees to engage the Consultant to provide the services
described in Schedule "A" attached hereto and the consultant has agreed
to perform and provide such services (collectively call the
"Services").
2. Term
----
Except as otherwise provided in this Agreement, the Client agrees to
engage the Consultant to provide the Services for a term commencing
January 1, 1997 and ending December 31, 1997. Should the Consultant
provide services beyond the end of the initial term of the Agreement
(or the end of any automatic renewals thereof), the term of this
Agreement shall be automatically renewed for an additional term of 1
year.
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3. Fee
---
(a) The Client agrees to pay the Consultant a fee for the services
provided by the Consultant under the Agreement in the amount
of $8,000.00 U.S. per month payable semi-monthly on the
fifteenth and thirty-first days of each month.
(b) The Consultant agrees to render semi-monthly invoices to the
Client, in a form reasonably acceptable to the Client,
detailing the Services performed by the Consultant.
4. Expenses
--------
The Client shall pay for or reimburse the Consultant for all
reasonable, ordinary and necessary expenses incurred by the Consultant
in the ordinary course of performing the Services upon presentation of
proper accounts, statements, invoices or receipts for such items.
5. Time and Effort
---------------
The Consultant shall be free to devote such portion of the Consultant's
time, energy, effort and skill as the Consultant sees fit, and to
perform the Consultant's duties when and where the Consultant sees fit,
so long as the Consultant performs the Services set out in this
Agreement in a timely and professional fashion.
6. Compliance
----------
(a) The Consultant shall comply with all applicable federal, state
and municipal laws, rules and regulations arising out of or
connected with the performance of the Services under this
Agreement by the Consultant or its employees.
(b) The Consultant shall be responsible for all Unemployment
Insurance Contributions, Canada Pension Plan contributions,
Income Tax and Workers' Compensation payments relating to or
arising out of the fees paid to the Consultant under this
Agreement and the Services performed by the Consultant or its
employees. Payments relating to any of the above shall be the
responsibility of the Consultant and shall be forwarded by the
Consultant as appropriate, directly to the government agencies
involved. Proof of compliance with this requirement shall be
available to the Client upon request.
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7. Other Services
--------------
The Consultant will be free to perform consulting and other services to
the Consultant's other clients during the term of this Agreement,
provided, however, that the Consultant shall ensure that the Consultant
is able to perform the Services pursuant to this Agreement in a timely
and professional fashion. The Consultant agrees not to perform services
for the Consultant's other clients which may create a conflict of
interest or interfere with the Consultant's duties pursuant to this
Agreement.
8. Termination
-----------
Upon termination of this Agreement:
(i) the Client's obligations to the Consultant under this
Agreement shall terminate except for the Client's obligation
to pay any fees and expenses in accordance with the terms of
this Agreement, to the date of termination; and
(ii) the Consultant's obligations to the Client under this
Agreement shall terminate except those obligations which are
specifically expressed to survive the termination of this
Agreement.
9. Governing Law
-------------
This Agreement shall be governed by the laws of the Province of Ontario
and the federal laws of Canada applicable therein.
10. Severability
------------
If any provision of this Agreement, or the application of such
provision to any person or in any circumstance, shall be determined to
be invalid, illegal or unenforceable, the remaining provisions of this
Agreement, and the application of such provision to any person or in
any circumstance other than that to which it is held to be invalid,
illegal or unenforceable, shall not be affected thereby.
11. Amendments
----------
Any amendments to this Agreement must be in writing and signed by both
parties hereto.
12. Time of Essence
---------------
Time shall be of the essence in this Agreement.
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13. Indemnification
---------------
This is the entire Agreement between the Client and the Consultant with
respect to the consulting services to be provided by the Consultant to
the Client and supersedes any prior agreements with respect to such
services whether written or oral.
14. Notices
-------
Notices hereunder shall be in writing and must be either delivered or
sent by double registered mail to the address(es) set forth above. A
party may change the address set forth above by proper notice to the
other.
15. Waiver
------
The failure of any party to insist upon the strict performance of a
covenant or obligation hereunder, irrespective of the length of time
for which such failure continues, shall not be a waiver of such party's
right to demand strict performance in the future. No consent or waiver,
express or implied, to or of any breach or default in the performance
of any covenant or obligation hereunder shall constitute a consent or
waiver to or of any other breach or default in the performance of the
same or of any other obligation hereunder.
16. Assignment
----------
This Agreement is personal in nature and may not be assigned by either
party hereto.
17. Inurement
---------
This Agreement shall be binding upon and shall inure to the benefit of
each of the parties hereto and their respective employees and permitted
receivers, successors and assigns.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written.
XXXXXX REFRIGERATED WAREHOUSES, INC.
Per: /s/Xxxxxxx X. Xxxx
------------------
A. M. XXXXX, P. ENG.
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SCHEDULE "A"
Description of Services
To provide managerial services required as Chief Operating Officer.
