THIS AGREEMENT for Consulting Services (“Agreement”) is made the 12th day of September, 2006
THIS
AGREEMENT
for
Consulting Services (“Agreement”) is made the 12th
day
of
September, 2006
BY
AND BETWEEN:
DYNASTY
GAMING INC.,
a body
politic and corporate, duly incorporated according to law, having a place
of
business in the City and District of Montreal, Province of Quebec, and therein
located at 000 Xxxxxx Xxxxxxxx, Xxxxx 000, X0X 0X0, herein represented by
Xxxxxx
Xxxxxxxx, its President and Chief Executive Officer and Xxxx Xxxxxxxx, its
Chief
Financial Officer, duly authorized for these purposes, as they so
declare,
(hereinafter
referred to as the "Corporation")
OF
THE FIRST PART
AND
XXXXXXX
XXXXXXXX,
Businessman and Consultant, of the City of Xxxxxxxx, Province of Quebec,
and
therein domiciled and residing at 166 Xxxxxx, X0X 0X0,
(hereinafter
referred to as the "Consultant")
OF
THE SECOND PART
WHEREAS
the
Corporation is a Canadian public corporation the shares of which are listed
on
the TSX Venture Exchange and which holds various operating
companies;
WHEREAS
the
Consultant has detailed knowledge of the Corporation’s structure and related
regulatory matters;
WHEREAS
the
Corporation wishes to retain the services of the Consultant to provide the
services hereinafter described during the term hereinafter set out and the
Consultant is willing to provide such services;
NOW,
THEREFORE, THIS AGREEMENT WITNESSES
that in
consideration of the mutual covenants and agreements herein contained and
for
other good and other valuable consideration, the parties hereto hereby agree
as
follows:
1
| 1. |
PREAMBLE
|
| 1.1 |
That
the preamble hereinabove recited shall form an integral part of the
present Agreement.
|
| 2. |
APPOINTMENT
|
| 2.1 |
The
Corporation hereby engages the Consultant to provide the Services
hereinafter described as of the Effective Date and the Consultant
hereby
agrees to perform the Services upon the terms and conditions hereinafter
set forth in this Agreement.
|
| 3. |
TERM
|
| 3.1 |
The
Corporation shall
retain the Consultant for a period of twelve (12) months, commencing
January 1st,
2007 (the “Effective Date”) and terminating on December 31st,
2007 (the “Term”). This Agreement shall not be subject to renewal under
any conditions, unless agreed to, in writing, by the parties hereto,
prior
to the expiration of the Term, as provided for
herein.
|
2
-
-
| 4. |
DUTIES
AND RESPONSIBIITIES
|
| 4.1 |
The
Corporation is hereby engaging the Consultant to assist the Corporation,
as and when required during the Term of this Agreement, with respect
to
regulatory matters, including providing advisory services in respect
of
quarterly and other periodic filings and corporate governance of
the
Corporation (the “Services”).
|
| 4.2 |
The
Consultant agrees to devote such time skill, energy and attention
to the
provision of the Services as may be required during the
Term.
|
| 5. |
REMUNERATION
|
| 5.1 |
As
consideration for agreeing to provide the Services during the Term,
the
Consultant is
hereby granted the right to retain the stock options, previously
granted
to him in his capacity as an employee and officer of the
Corporation,
to
acquire three hundred fifteen thousand (315,000) common shares of
the
Corporation at prices per share as described in Section 5.2 of this
Agreement and exercisable in accordance with the terms and conditions
of
the Corporation’s Stock Option Plan;
|
| 5.2 |
The
parties acknowledge that separate “Stock Option Agreements" exist,
granting the Consultant a stock option package consisting of the
right to
acquire three hundred fifteen thousand (315,000) shares, subject
to the
following exercise prices and subject, as well, to the vesting periods
having been attained with respect to the following
increments:
|
3
|
Vesting
Period
|
Exercise
Price
|
Number
of Options Vested
|
| Fully vested |
$0.75
|
100,000
Optioned Shares
|
| Fully vested |
$0.15
|
125,000
Optioned Shares
|
| Fully vested |
$0.50
|
30,000
Optioned Shares
|
| Dec. 6, 2006 |
$0.50
|
15,000
Optioned Shares
|
| Mar. 6, 2007 |
$0.50
|
15,000
Optioned Shares
|
| June 6, 2007 |
$0.50
|
15,000
Optioned Shares
|
|
Sept.
6, 2007
|
$0.50
|
15,000
Optioned Shares
|
| 6. |
EXPENSES
|
| 6.1 |
The
Consultant shall be reimbursed promptly for all reasonable travel
and
other out-of-pocket expenses actually and properly incurred by the
Consultant from time to time, in connection with the carrying out
of his
duties hereunder. For all such expenses, the Consultant shall promptly
furnish to the Corporation originals of all invoices or statements
in
respect to which the Consultant is claiming reimbursement
thereof.
|
| 7. |
BOARD
APPROVAL
|
| 7.1 |
In
performing the Services, the Consultant hereby agrees that he shall
not
enter into any contractual arrangements on behalf of the Corporation,
or otherwise incur any liabilities of the Corporation outside
of the ordinary scope of the business of the Corporation, without
the
prior approval of the Board of Directors of the Corporation or
their designate, which shall be either the CEO or CFO of the
Corporation.
|
4
| 8. |
CONFIDENTIALITY
|
| 8.1 |
The
Consultant acknowledges and agrees that:
|
| 8.1.1 |
In
the course of performing his duties and responsibilities as a consultant
to the Corporation, he will have access to and be entrusted with
detailed
confidential information and trade secrets (printed or otherwise)
concerning past, present, future and contemplated products, services,
operations and marketing techniques and procedures of the Corporation
and
its subsidiaries, including, without limitation, information relating
to
addresses, preferences, needs and requirements of past, present and
prospective clients, customers, suppliers and employees of the Corporation
and its subsidiaries (collectively, "Trade Secrets"), the disclosure
of
any of which to competitors of the Corporation or to the general
public,
or the use of same by the Consultant or any competitor of the Corporation
or any of its subsidiaries, would be highly detrimental to the interests
of the Corporation;
|
| 8.1.2 |
The
Consultant owes fiduciary duties to the Corporation, including the
duty to
act in the best interests of the Corporation; and
|
5
| 8.1.3 |
The
right to maintain the confidentiality of the Trade Secrets, the right
to
preserve the goodwill of the Corporation and the right to the benefit
of
any relationships that have developed between the Consultant and
the customers, clients and suppliers of the Corporation by virtue
of the
Consultant's retainer by the Corporation constitute proprietary rights
of
the Corporation, which the Corporation is entitled to
protect.
|
| 9. |
RELATIONSHIP
OF PARTIES
|
| 9.1 |
The
parties acknowledge and agree that, as of the Effective Date, the
Consultant is an independent contractor.
|
| 9.2 |
The
Consultant will
report all compensation received pursuant to this Agreement to the
relevant tax authorities and will pay all applicable taxes. The
Corporation will
not make deductions from any fee for taxes, insurance, bonds or any
other
subscription of any kind.
|
| 10. |
RETURN
OF MATERIALS
|
| 10.1 |
All
files, form, brochures, books, materials, written correspondence,
memoranda, documents, manuals, computer disks, software products
and lists
(including lists of customers, suppliers, products and prices) pertaining
to the business of the Corporation or any of its subsidiaries and
associates that may come into possession or control of the
Consultant shall,
at all times, remain the property of the Corporation or such subsidiary
or
associates, as the case may be. On termination of this Agreement,
for any
reason, the Consultant agrees
to deliver promptly to the Corporation all
such property of the Corporation in the possession of the Consultant,
or
directly or indirectly under the control of the Consultant. The
Consultant agrees
not to make for his use or that of any other party, reproductions
or
copies of any such property or other property of the Corporation,
without
the prior consent of the Board of
Directors.
|
6
| 11. |
GOVERNING
LAW AND ATTORNMENT
|
| 11.1 |
| 12. |
SEVERABILITY
|
| 12.1 |
If
any provision of this Agreement, including the breadth or scope of
such
provision, shall be held by any Court of competent jurisdiction to
be
invalid or unenforceable, in whole or in part, such invalidity or
unenforceability shall not affect the validity or enforceability
of the
remaining provisions, or part thereof, of this Agreement and such
remaining provisions, or part thereof, shall remain enforceable and
binding.
|
| 13. |
ENFORCEABILITY
|
| 13.1 |
The
Consultant hereby confirms and agrees that the covenants and restrictions
pertaining to the Consultant contained
in this Agreement, are reasonable and valid and hereby further
acknowledges and agrees that the Corporation would suffer irreparable
injury in the event of any breach by the Consultant of
his obligations under any such covenants or
restrictions;
|
7
| 13.2 |
Accordingly,
the Consultant hereby
acknowledges and agrees that damages would be an inadequate remedy
at law
in connection with any such breach and that the Corporation shall
therefore be entitled in lieu of any action for damages, temporary
and
permanent injunctive relief enjoining and restraining the
Consultant from
any such breach.
|
| 14. |
TERMINATION
|
| 14.1 |
This
Agreement may not be terminated by either of the parties hereto,
for any
reason whatsoever, prior to the expiration of the
Term.
|
| 15. |
NOTICES
|
| 15.1 |
Any
notice or other communication required or permitted to be given hereunder
shall be in writing and either delivered by hand or sent by facsimile.
Notices shall be addressed as follows:
|
If
to
the Corporation,
to it
at:
000
Xxxxxx Xxxxxxxx
Xxxxx
000
Xxxxxxxx
(Xxxxxx) X0X 0X0
Attention: President
& Chief Executive Officer
8
If
to
the Consultant, to him at:
Xxxxxxx
Xxxxxxxx
000
Xxxxxx
Xxxxxxxx,
Xxxxxx, X0X 0X0
| 16. |
ENTIRE
AGREEMENT
|
| 16.1 |
This
Agreement contains the entire agreement executed between the parties
with
respect to the subject matter hereof (namely, consulting services)
and
supersedes all prior agreements, written or oral, with respect thereto,
which are further hereby cancelled and annulled for all future legal
purposes. For greater certainty, this Agreement does not cancel and
annul
the Termination Agreement entered into by the parties on this date,
which
Termination Agreement remains in full force and
effect.
|
| 17. |
WAIVERS
AND AMENDMENTS
|
| 17.1 |
This
Agreement may be amended, modified, superseded, cancelled, renewed
or
extended, only by a written agreement between the parties. Failure
or
delay by either party to enforce compliance with any term or condition
of
this Agreement shall not constitute a waiver of such term or
condition.
|
| 18. |
ASSIGNMENT
|
| 18.1 |
This
Agreement and
the Consultant's rights and obligations hereunder may not be assigned
by
the Consultant. The Corporation may assign this Agreement and its
rights,
together with its obligations, hereunder in connection with any sale,
transfer or other disposition of all or substantially all of its
assets or
business, whether by merger, consolidation or otherwise, provided
that the
assignee assumes all obligations of the Corporation hereunder. If
the
assignee does not assume all the obligations of this Agreement, the
Corporation shall fulfil the obligations of this
Agreement.
|
9
| 19. |
SUCCESSORS
|
| 19.1 |
This
Agreement shall be binding upon and enure to the benefit of the successors
and/or assigns of the Corporation and the successors and/or assigns
of the
Consultant.
|
| 20. |
COUNTERPARTS
|
| 20.1 |
This
Agreement may be executed in two (2) or more counterparts, each of
which
shall be deemed an original but all of which together shall constitute
one
and the same instrument.
|
| 21. |
HEADINGS
|
| 21.1 |
The
headings of this Agreement are for reference purposes only and shall
not
in any way affect the meaning or interpretation of this
Agreement.
|
| 22. |
LANGUAGE
|
| 22.1 |
The
parties hereto acknowledge that they have requested and are satisfied
that
the foregoing and all related documents be drawn up in the English
language;
|
10
Les
parties aux présentes reconnaissent qu'elles ont exigé que ce qui précède et
tous documents qui s'y rattache soient rédigés et exécutés en anglais et s'en
déclarent satisfaits.
IN
WITNESS WHEROF, THE PARTIES HERETO HAVE EXECUTED AND DATED THIS AGREEMENT
AS OF
THE DATE FIRST HEREINABOVE MENTIONED.
| __________________________
Xxxxxxx
Xxxxxxxx
|
|
| Dynasty Gaming Inc. | |
|
__________________________
Per: Xxxxxx
Xxxxxxxx
Authorized
Signature
|
|
|
__________________________
Per:Xxxx
Xxxxxxxx
Authorized
Signature
|
11
