Consulting Agreement
Recitals
CONSULTING
AGREEMENT entered into this 15 day of March, 2006, by and between Astris Energi
Inc. with
offices at 0000-0 Xxxxxx Xxxxx Xxxxxxxxxxx, Xxxxxxx X0X 0X0 Xxxxxx
(Hereinafter referred to as the “Company”), and Xxxxxxx Xxxxxxx with offices at
0000 Xxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx, 00000, XXX (Hereinafter
referred to as the “Consultant”).
WHEREAS,
the Company desires to continue the consulting services of Consultant in the
areas of Corporate Image, Business Development, and Business Strategy for the
Company (the “Services”) in connection to the Company’s business.
WHEREAS,
in consideration for the Services, the Company shall pay cash and issue warrants
exercisable into the Company’s common stock upon the terms and conditions
hereinafter set forth.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree as follows:
1. Provision
of Services
Duties
of
Consultant: The Consultant will provide such services and advice to the Company
so as to advise the Company in business development, business strategy and
corporate image. Without limiting the generality of the foregoing, Consultant
will also assist the Company in developing, studying and evaluating
acquisition/merger proposals, prepare reports and studies thereon when
advisable, and in referring the Company to prospective business partners and
individuals who may assist in its business development and discussions
pertaining thereof. Nothing contained herein constitutes a commitment on the
part of the Consultant to find an acquisition target for the Company or, if
such
target is found, that any transaction will be completed. This Agreement is
not a
contract for listing services, and nothing in this Agreement will require the
Consultant to negotiate on behalf of the Company with corporations that are
involved with listings or making a market in corporate securities in the OTC
markets.
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Duties
Expressly Excluded: This Agreement expressly excludes the Consultant
from
providing any and all capital formation and/or public relation services
to
the Company inclusive of but not limited to (i) direct or indirect
promotion of the Company’s securities; (ii) assistance in making of a
market in the Company’s securities; and (iii) assistance in obtaining debt
and/or equity financing. The Consultant shall not have the power of
authority to bind the Company to any transaction without the Company’s
prior written consent.
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2. Term
and Compensation
The
Term
of this Consulting Agreement will be six (6) months from the date this
Consulting Agreement is executed. In consideration of Services to be rendered
during the Term and services already rendered to date, the Company will pay
to
the Consultant a flat fee in the amount of USD$8,250.00. Upon execution of
this
agreement, the Company will also issue 500,000 warrants to purchase common
shares of the Company at an exercise price of USD$0.19 with an expiry of 3
(three) years. Consultant acknowledges that this fee constitutes taxable
compensation and that any tax liability related hereto shall be the
responsibility of Consultant.
3. Property
All
work
performed by Consultant pursuant to this Consulting Agreement in connection
with
the Service or otherwise, including, without limitation, business and strategic
plans and proposals, and however rendered, electronic or otherwise, and whether
or not patentable or copyrightable (the “Products”), shall be deemed
works-made-for-hire under United States copyright law and shall be the property
of the Company. Consultant further agrees to and does hereby assign, transfer,
and convey to the Company all of Consultant’s right, title and interest in and
to the Products, and in connection therewith, to execute and deliver such
documents and take other steps, in order to enable the Company, in its sole
discretion, to obtain grants of patent and registration of copyright and
trademark, both domestic and foreign, in connection with the Products.
4. Confidential
Information
The
Company has developed and is the owner of highly valuable and unique
confidential and proprietary technical information related to the Business,
as
well as business and financial information related thereto (the “Confidential
Information”). Notwithstanding the foregoing, “Confidential Information” shall
not include and the provisions of this Agreement will not apply to information
disclosed by the Company and/or Consultant (1) if such information is
demonstrated to be generally available to the public at the time of its
disclosure to Consultant; (2) after the time, if any, that such information
becomes generally available to the public without any breach by Consultant;
(3)
was already in Consultant’s possession at the time of disclosure to Consultant
(whether such time of disclosure is before or after the date hereof); (4) is
developed by Consultant independently of the Services; or (5) was lawfully
received by Consultant from a third party without restrictions on disclosure
or
use.
Using
no
less effort than the Consultant would use to maintain the confidentiality of
his
own confidential and proprietary information, the Consultant shall maintain
in
strict confidence and shall not disclose at any time, without the prior written
consent of the Company, any of the Confidential Information to any other person
or entity, unless such information has entered the public domain through lawful
means, without violation of this Consulting Agreement, or pursuant to
requirements of law or court order.
5. Severability
In
the
event that any one or more provisions herein shall for any reason be held to
be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any other provision hereof. The Company
may
terminate the Agreement at any time by giving a written 30 day notice to the
Consultant.
6. Independent
Contractor
Consultant
acknowledges and agrees that he is rendering the Services as an independent
contractor and not an employee of the Company and, accordingly, the Company
shall have no obligations to Consultant in connection with payroll taxes,
employee benefits and the like.
7. No
Assignment
Consultant’s
obligations hereto with respect to provision of Services shall not be assignable
to any other person without the express written consent of the Company.
8. Miscellaneous
This
Consulting Agreement (i) constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and shall supersede all prior
understanding and agreements as to such subject matter; (ii) may be amended
or
modified only by a writing executed by the party against whom enforcement is
sought; (iii) shall inure to the benefit of and be binding upon the respective
heirs, administrators, personal representatives, successors and assigns of
the
parties hereto; and (iv) shall be governed by and construed in accordance with
the laws of Ontario.
IN
WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as
of the date and year first above written.
CONSULTANT:
| /s/ Xxxxxxx Xxxxxxx | |||
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Xxxxxxx Xxxxxxx |
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COMPANY:
| /s/ Xxxxxxx Xxxxxxx | |||
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Xxxxxxx
Xxxxxxx
Vice
President of Finance
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