EXHIBIT 10.11
CONSULTING AGREEMENT
THIS AGREEMENT is made and dated for reference this 25th day of June, 1999.
BETWEEN:
IRC, THE INVESTOR RELATIONS COMPANY LIMITED., of
Suite 0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
XXXXXX
(the "Contractor")
AND:
ENDLESS YOUTH PRODUCTS INC.
Xxxxx 000-0000 Xxxx Xxxxxxxxx Xxxx.
Xxx Xxxxx, Xxxxxx
XXX 00000
(the "Company")
WHEREAS:
A. The Company wishes to engage the Contractor and the Contractor is willing
to accept such engagement to perform consulting services for the Company
subject to the terms and conditions herein;
B. The Contractor shall be an independent contractor and not an employee or
agent of the Company, provided that the Contractor shall be the agent of
the Company for the limited purpose of carrying out the obligations set
forth in this Agreement.
C. The Company is listed on the Nasdaq OTC Bulletin Board (the "Exchange").
NOW THEREFORE THIS AGREEMENT WITNESSES, in consideration of the mutual
covenants and agreements contained herein, the receipt and sufficiency of
which the parties hereto acknowledged, the parties agree as follows:
COMPENSATION OF CONTRACTOR AND TERM OF AGREEMENT
1. The Company hereby engages the Contractor:
a) to perform consulting services as set out on paragraph 2 herein, and
the Contractor hereby accepts such engagement to provide those consulting
services to the Company, in a faithful and diligent manner, for a period
of one year by mutual consent; and
b) upon signing of this agreement the Company shall pay the Contractor
US$40,000 to commence the consulting program; and
c) as compensation to the Contractor for the consulting services
rendered, as set out in paragraph 2 herein, the Company agrees to pay the
Contractor a fee consisting of Seven Thousand Five Hundred (7,500)
dollars worth of Endless Youth Products Inc. stock (based on average bid
price for the previous thirty day period) per month, payable as set out
in subparagraph 1(c) herein; and
d) the Contractor shall submit an invoice on the first business day of
each month; and
CONSULTING SERVICES
2. The parties agree that the Contractor shall perform the following
services:
a) assist with the corporate and investor relations of the Company;
b) assist with developing appropriate presentation material, corporate
mailing pieces, brochures, shareholder communications materials and other
collateral material for the Company;
c) make presentations to the investment brokerage industry and to
potential investors and present a monthly report on these activities with
reference to specific contact information;
d) do all such acts and things as may be reasonably required to xxxxxx and
enhance the positive reputation of the Company in the market place and
on the Exchange;
e) assist in arranging media coverage or reporting on the Company;
f) perform any other services or functions reasonably required by the
Company and within the general scope of the Contractor's duties as set
forth in this Agreement, and otherwise operate and manage the investor
relations of the Company in accordance with and as limited by this
Agreement;
g) provide a monthly summary of expenditures; and
h) funding of all consulting fees shall be derived from the exercising of
warrants pursuant to the stock warrant agreement;
CONTRACTOR SERVICES
3. In performing the Services, the Contractor will:
a) in all circumstances refrain from providing and covenants and agrees
with the Company that it will not provide any investment advice or
recommendations regarding the Company to any person, whether voluntarily
or upon request;
b) make no representations concerning the Company that are not authorized
by the Company in writing and the Company shall incur no liability
whatsoever in respect of any unauthorized representations made by the
contractor; and
c) comply in all respects with the securities and other applicable laws of
Canada and the United States and each applicable province or state, as
the case may be, therein.
NEWS RELEASE AND FILING
4. The Contractor acknowledges that as the result of entering into this
Agreement it will be a "person in a special relationship", as that
expression is defined in the securities laws of various provinces of
Canada, with the Company, and that as such it may receive information
concerning material changes in or material facts concerning the business
and affairs of the Company that has not been generally disclosed and it
covenants and agrees that it will not purchase or sell securities of the
Company until such information has been generally disclosed.
The Company will not be liable to the contractor or to any person or
entity that may claim any right due to its relationship with the
Contractor for any acts or omissions in the performance of the
Contractor's services under this Agreement or on the part of the agents
or employee's of the Contractor, except when such acts or omissions are
the result of the Company's willful misconduct or gross negligence. The
Contractor will indemnify the Company from and against any and all
liabilities (including, without limitation, claims, judgments and
attorney's fees) arising out of or in any way connected with the services
rendered to the Company pursuant to this Agreement, except when the same
arises due to their willful misconduct or gross negligence of the
Company, its agents or employees. This section shall survive any
termination of this Agreement.
REPRESENTATION AND WARRANTIES
5. The Contractor covenants with the Company that:
a) it will fully comply with the requirements of all applicable
securities laws in all matters relating to the performance of this
Agreement, and the Contractor acknowledges that it is not relying on
advice from the Company in complying hereto; and
b) it will keep informed of the business and affairs of the Company in
order to be able to factually inform interested parties about the
business and affairs of the Company.
CONTINUOUS DISCLOSURE
6. The Company agrees to keep the Contractor informed as to all material
changes in its affairs and to provide such other information as the
Contractor requests in a reasonable and timely manner.
TERMINATION
7. This Agreement may be terminated:
a) by the Company immediately upon written notice to the Contractor if,
at any time, the Contractor, while in performance of the Services,
commits fraud, is grossly negligent or is guilty of willful misconduct,
provided that such notice shall specify the cause for termination in
reasonable detail;
b) by the Contractor immediately upon the occurrence of a material
breach of this Agreement by the Company, by giving written notice to the
Company specifying the nature of such default in reasonable detail;
c) by either party, upon delivery of 30 days written notice.
GOVERNING LAW
8. This Agreement shall be governed by and interpreted in accordance with the
laws of British Columbia.
ENUREMENT
9. This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors but shall not be assignable by
either party.
REPORTING
10. The Contractor shall report to the President of the Company.
CONFLICT OF INTEREST AND CONFIDENTIAL INFORMATION
11. The Contractor recognizes and acknowledges that it has and will have
access to certain confidential information of the Company and its
affiliates that are valuable, special and unique assets and property of
the Company and such affiliates. The Contractor will not during or after
the term of this Agreement disclose without prior written consent or
authorization of the Company any of such information to any person except
to authorized representatives of the contractor or its affiliates for any
reason or purpose whatsoever. In this regard the Company agrees that such
authorization or consent to disclosure may be conditioned upon the
disclosure being made pursuant to a secrecy agreement protective order,
provision of statute, rule regulation or procedure under which the
confidentiality of the information is maintained in the hands of the
person to whom the information is to be disclosed or in compliance with
the terms of a judicial order or administrative process. The Contractor
shall be free to perform services for other persons. The Contractor shall
not perform services for any other person which could conflict with its
obligations under this Agreement or with the interests of the Company
without first providing written notice without providing written notice
to the Company. Upon receiving such notice the Company may terminate this
Agreement or consent to the Contractor's outside consulting activities.
IN WITNESS WHEREOF the parties hereto have caused these presents to be
executed as and from the date, month and year first above written.
IRC, THE INVESTOR RELATIONS COMPANY
LIMITED.
Per:
/s/ [ILLEGIBLE]
--------------------------------
Authorized Signatory
ENDLESS YOUTH PRODUCTS INC.
Per:
/s/ Xxxx X. Xxxxxxx
--------------------------------
Authorized Signatory
