THIS AGREEMENT made as of the 25th day of September, 2000
BETWEEN:
IVP TECHNOLOGY CORPORATION, a corporation incorporated pursuant to the
laws of the State of Nevada,
(hereinafter called "IVP")
OF THE FIRST PART
AND
XXXXXX CONSULTING CORPORATION, a private corporation incorporated
pursuant to the laws of the State of Nevada,
(hereinafter called "Xxxxxx")
OF THE SECOND PART
WHEREAS IVP Technology Corporation ("IVP") is a public corporation which
maintains a market for its common shares through the facility of the OTC
Bulletin Board;
AND WHEREAS Xxxxxx is a private corporation which consults to corporate clients
in the areas of product development and marketing;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and the sum of one dollar ($1.00 ) now paid by each party to the other, the
parties hereto covenant and agree with each other as follows:
1. Xxxxxx shall provide consulting services to IVP for a period of six (6)
months from the date of execution of this agreement. For the purpose of
clarification, the consulting services to be provided to IVP by Xxxxxx
shall include, but not necessarily be limited to, the following:
(a) identifying and introducing a software developer which will work with
IVP's technical team for the specific purpose of adapting PowerAudit
software to operate on the Psion handheld computer;
(b) developing a marketing strategy for PowerAudit software in the
European Economic Community and Switzerland with the specific purpose
of securing the earliest possible market penetration for PowerAudit
software through the development of strategic alliances with existing
manufacturers, distributors and/or system designers, and
(c) such additional consulting services as may be reasonably requested of
Xxxxxx by IVP.
2. IVP hereby acknowledges that Xxxxxx may have entered into consulting
agreements with other companies and IVP agrees that the consulting
services to be provided by Xxxxxx to IVP shall be non-exclusive in nature
and that the consulting services to be provided by Koplon to Xxxxxx'x other
corporate clients shall not constitute a conflict of interest provided that
the said consulting services do not impair the quality or the timelessness
of the consulting services to be provided by Xxxxxx to IVP as anticipated
herein.
3. IVP agrees to facilitate the consulting services to be provided by Xxxxxx
through the provision to Xxxxxx of such financial records, documents and
other material corporate data as may be reasonably requested of IVP by
Xxxxxx.
4. In consideration for the consulting services to be provided to IVP by
Xxxxxx, IVP hereby covenants and agrees to cause the immediate issuance of
eight thousand (800,000) common shares in the capital stock of IVP (the
"Shares") and IVP further covenants and agrees to cause the earliest
possible registration of the Shares for trading pursuant to the terms of
the Securities Act of 1933.
5. Xxxxxx shall not disclose, either during the term of this Agreement or at
any time thereafter, any information which Xxxxxx may have become privy to
while providing consulting services to IVP where such information concerns
the business and affairs of IVP or any of IVP's subsidiaries, affiliated
corporations or associates, unless such disclosure is done in the proper
discharge of Xxxxxx'x duties as anticipated by this Agreement and Xxxxxx
shall not use, for it's own purpose or for any purpose other than the
welfare of IVP, it's subsidiaries, affiliated corporations or associates,
either during the continuance of its engagement under this agreement under
this agreement or at any time thereafter, any information Xxxxxx may have
acquired or may aquire in or in relation to the business of IVP, it's
subsidiaries, affiliated corporations or associates. Xxxxxx shall not, at
any time either during or after the term of this agreement, without the
prior written consent of IVP, disclose, release or furnish to any party any
information relating to the source code, object code and other proprietary
elements of PowerAudit software.
6. Any notice required or permitted to be given hereunder shall be deemed
given if delivered by hand, facsimile transmission or by registered mail,
postage prepaid, delivered to the parties at their respective addresses or
facsimile numbers set forth below;
(a) if to Xxxxxx: x/x Xxxxxx & Xxxxxxxx,
Xxxxx 000, 0000 Xxxxxxxx Xxxxx,
Xxxx, Xxxxxx 00000
Facsimile No.: (000) 000-0000
(b) if to IVP: Xxxxx 000, 00 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxxxx, Xxxxxxx
Xxxxxx X0X 0X0
Facsimile No.: (000) 000-0000
Any such notices given by hand delivery or by confirmed facsimile
transmission shall be deemed to have been received on the date of delivery
or transmission and if given by prepaid registered mail shall be deemed to
have been received on the third business day immediately following the date
of mailing. The parties shall be entitled to give changes of address from
time to time in the manner hereinbefore provided for.
7 This Consulting Agreement may be executed in any number of counterparts
by original or facsimile signature by the authorized officers of Xxxxxx and
IVP each of which counterparts, when executed and delivered, shall be an
original but such counterparts together shall constitute one and the same
instrument.
8 This consulting agreement shall be governed by and construed in accordance
with the laws of the State of Nevada.
9 Time shall be of the essence of this Consulting Agreement.
10 The provisions of this consulting agreement shall enure to the benefit of
and be binding upon Xxxxxx and IVP and their respective successors and
assigns.
11 This instrument constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supercedes any and all prior
and contemporaneous agreements, understandings, negotiations and
discussions between the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding unless executed in writing by the parties to be
bound thereby.
IN WITHESS WHEREOF this Consulting Agreement has been executed by the duly
authorized officers of the parties hereto as of the date first noted
hereinabove.
IVP TECHNOLOGY CORPORATION
per: /s/ Xxxx Xxxxxxx
------------------------
Xxxx Xxxxxxx,
President
XXXXXX CONSULTING CORPORATION
per: /s/ Xxxx Buconi
------------------------
President
