CONSULTING AGREEMENT
Exhibit
10.67
THIS
CONSULTING AGREEMENT (the “Agreement”)
is
effective as of June 30, 2005, (the “Effective
Date”)
by and
between SmarTire Systems, Inc., a
Yukon
corporation having an office at #150 - 00000 Xxxxxx Xxxxx, Xxxxxxxx, XX X0X
0X0,
Xxxxxx and Xxxxxx Xxxxxx, a business person with an address at 0000 Xxxxx
Xxxxx
Xxxxx, Xxxxx 000, Singer Island, Xxxx Xxxx Xxxxx, Xxxxxxx, XXX 00000 (the
“Consultant”).
RECITALS
WHEREAS:
A. |
The
Company is engaged, among other things, in designing and manufacturing
tire pressure monitoring and related
systems;
|
B. |
The
Consultant is engaged, among other things, in providing financial
management, business development and business consulting services;
and;
|
C. |
During
the Term of this agreement the consultant shall be provided with
insider
information to facilitate his planning of investor relations
programs;
|
D. |
The
Company desires to receive consulting services from the Consultant,
and
the Consultant desires to provide such services to the Company, under
the
terms and conditions contained herein.
|
NOW,
THEREFORE, it is hereby agreed as follows:
1. |
ENGAGEMENT
|
The
Company hereby engages with the Consultant and the Consultant hereby agrees
to
provide to the Company the services described in Section 2 below beginning
upon
the Effective Date.
2. |
SCOPE
OF CONSULTING SERVICES
|
Throughout
the period of this Agreement, the Consultant shall perform faithfully and
to the
best of his ability the following consulting services (the “Consulting
Services”):
2.1 Develop
the corporate plan for investor relations and submit plans to the management
of
the company for approval:
2.2 implement
the investor relationship programs in conjunction with the Company;
2.3 assistance
to the Company in business development and identifying business
opportunities;
2.4 assistance
to the Company in developing financial and management strategies;
2.5 provide
details of contacts, relationships, agreements, letters and similar items
such
that at the completion of the Term, the Company shall be able to make a smooth
transition of the consulting services back to the Company;
2.6 anything
incidental to the foregoing to facilitate the performance of the Consultant’s
obligations hereunder;
2.7
provide
a monthly report to the Company summarizing the major activities, results
obtained, issues and proposed future activities; and
2.8 act
as a
director of the Company and chairman of the Board if requested and appointed
by
the Company and/or elected by the shareholders.
3. |
COMPENSATION
|
The
Company agrees to pay to the Consultant and the Consultant agrees to accept
consulting fees as follows: commencing on the Effective Date and ending on
the
date of termination of this Agreement, the Company shall pay to the Consultant
monthly as a fee for the Consulting Services an amount equal to US$20,000
(the
“Consulting
Fee”).
The
Company shall pay the Consulting Fee to the Consultant not later than 30
days
following the month in which the relevant Consulting Services were rendered.
The
Consultant is not entitled to any employee benefits. Any stock options in
the
capital of the Company held by the Consultant will remain exercisable for
the
period that this Agreement is in effect and including 90 days after its
termination if the Consultant resigns as a Director..
4. |
CONSULTANT’S
UNDERTAKINGS
|
4.1 In
the
performance of its duties under this Agreement, the Consultant shall at all
times conform to, and act in accordance with, any requirements imposed by
any
applicable provisions of law.
4.2 Notwithstanding
anything to the contrary in this Agreement, the Consultant may perform the
Consulting Services and any other services for entities other than the
Company.
5. |
EXPENSES
|
The
Company will pay or reimburse the Consultant for expenses incurred on behalf
of
the Company in connection with the performance of the Consulting Services
hereunder, subject to the prior written approval of the Company, including
but
not limited to, expenses for overseas business trips (including airline tickets,
accomodations and per diem), entertainment and international communication
costs. Reimbursement by the Company to the Consultant of expenses will be
made
upon the presentation by the Consultant to the Company of itemized accounts
or
receipts, reasonably satisfactory to the Company.
6. |
PAYMENTS
TO CONSULTANT
|
All
payments required to be made by the Company to the Consultant hereunder will
be
made after receipt of the Consultant’s invoice, by transfer to the Consultant’s
bank account number or by cheque, as directed by the Consultant to the Company.
7. |
TERM
AND EFFECT OF TERMINATION OF
AGREEMENT
|
7.1 This
Agreement is deemed effective as of the Effective Date and will continue
in
force and effect for 12 months unless renewed by mutual agreement of both
parties.
7.2 Notwithstanding
anything to the contrary, in the event of a Justifiable Cause (as defined
below
and subject to any applicable law), the Company shall be entitled to terminate
this Agreement effective immediately. The term “Justifiable
Cause”
shall
mean any behavior of the Consultant that amounts to:
(a)
committing any felony involving moral turpitude; (b) embezzlement of funds
of
the Company or its subsidiaries; or (c) any conduct (other than conduct in
good
faith) materially detrimental to the Company.
7.3 The
Consultant may terminate this Agreement by giving 30 days notice at any
time.
7.4
Upon
termination of this Agreement, the Consultant shall not, without the prior
written consent of the Company, engage directly or indirectly, either as
principal or agent, or as director, shareholder, officer, manager, employee,
advisor or consultant of a Company, or in any manner carry on, be concerned
with
or interested in, or assist in any manner whatsoever any other person or
company
in North America, China, Japan or Europe in the business of providing tire
pressure monitoring systems for a period of three (3) years from the date
this
Agreement is terminated.
8. |
DISCLOSURE
OF INFORMATION
|
The
Consultant acknowledges that the Company is publicly traded on a recognized
U.S.
stock exchange, or the Bulletin Board and that disclosure of information
regarding the Company must be coordinated with the Company to ensure compliance
with applicable laws. Therefore, in connection with the Consultant’s performance
of this Agreement, the Consultant shall sign the non-disclosure and
confidentiality agreement attached hereto as Exhibit A.
9. |
INDEPENDENT
CONTRACTOR
|
The
Consultant will serve as an independent contractor to and not as an agent
or
employee of the Company or any of its affiliates and will have no authority
to
bind or commit the Company in any way. The Consultant will be solely responsible
for any income tax and other such assessments made or imposed upon the
Consultant by any governmental authority.
10. |
TERMINATION
OF MANAGEMENT AGREEMENT
|
The
Parties agree and acknowledge that commencing on the Effective Date, any
other
compensation arrangement or agreement other than existing stock options between
the Company and the Consultant are terminated and no rights or obligations
exist
between the parties, other than under this Agreement.
11. |
NOTICES
|
11.1 Any
notice to be given by either party to the other will be in writing and will
be
served by delivering the same by courier or by facsimile or by registered
mail,
postage prepaid, addressed to the other party’s address herein set forth. Notice
sent by telecopier will be deemed to be delivered on the next business day
following transmission, provided that confirmation of receipt of the telecopier
transmission by the addressee is obtained by the sender and the original
properly addressed notice is delivered to the addressee within 3 (three)
calendar days.
11.2 The
addresses of the parties for the purposes hereof are as follows:
To
the
Company:
#150
-
00000 Xxxxxx Xxxxx
Xxxxxxxx,
XX X0X 0X0
Xxxxxx
Attention:
The President
Fax
no:
(000) 000-0000
To
the
Consultant
Attention:
Xxxxxx Xxxxxx
0000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxx
Xxxxxx, Xxxxxxx, XXX, 00000
12. |
GENERAL
PROVISIONS
|
12.1 This
Agreement will not be amended, modified or varied by any oral agreement or
representation or otherwise than by written instrument executed by both parties
or their duly authorized representatives.
12.2 Neither
party hereto shall assign any of its rights and obligations hereunder without
the prior written consent of the other party. The Company, however, may assign
this Agreement to a subsidiary or affiliate of the Company or to a purchaser
of
all or part of the Company’s assets or shares.
12.3 Either
party’s failure at any time to require strict compliance by the other party of
the provisions of this Agreement shall not diminish such party’s right
thereafter to demand strict compliance therewith or with any other provision.
Waiver of any particular default shall not waive any other default.
12.4 This
Agreement will be governed by and construed in accordance with the law of
the
Province of British Columbia.
12.5 In
the
event that any provision of this Agreement shall be deemed unlawful or otherwise
unenforceable, such provision shall be severed from this Agreement and the
balance of the Agreement shall continue in full force and effect.
12.6 Unless
otherwise provided, all dollar amounts referred to in this Agreement are
in
lawful money of Canada.
12.7 This
Agreement including the preamble thereto, together with any annexes attached
hereto constitutes the entire agreement and understanding between the parties
and merges all prior or contemporaneous oral or written communication between
them.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement the 30th day of June, 2005 to be
effective as of the 30th day of June, 2005.
SMARTIRE
SYSTEMS, INC.
Per: /s/Xx
Xxxxx
Authorized
Signatory
|
SIGNED
and DELIVERED by
XXXXXX
XXXXXX
in
the presence of:
/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Print
Name
000
Xxxxxxxxxx Xxx X
Xxxxx
000 Xxxx X. Xxxxx XX
00000
Address
Consultant
Occupation
|
)
)
)
)
)
)
)
)
)
)
)
)
)
|
/s/
Xxxxxx Xxxxxx
XXXXXX
XXXXXX
|
EXHIBIT
A
NON-DISCLOSURE
AND CONFIDENTIALITY
The
undersigned, XXXXXX
XXXXXX,
(the
“Consultant”)
undertakes and confirms to SMARTIRE
SYSTEMS, INC.
and its
affiliates and subsidiaries anywhere in the world (the “Company”)
as
follows:
Confidentiality. The
Consultant, its principals, employees and agents will regard and retain as
confidential, and will not divulge to any third party or use for any
unauthorized purposes either during or after the term of the Consulting
Agreement dated effective June 30, 2005 (the “Agreement”),
any
proprietary or confidential information or know-how that the Consultant acquired
while providing the services to the Company, or in consequence of providing
the
services to the Company, or related to the services provided under the
Agreement, without the written consent of an authorized representative of
the
Company.
Confidential
Information. Confidential
Information includes, but is not limited to, information related to actual
or
anticipated products, inventions, hardware, software, methods of manufacture,
trade secrets, business plans, customers, supplies, finances, and any other
data
related to the business or affairs of the Company. Confidential Information
will
include written information or oral information in tangible or intangible
form.
Return
of Confidential Information. All
documents including, but not limited to, notebooks, notes, memoranda, records,
diagrams, blueprints, bulletins, formulas, reports, computer programs and
other
data of any kind coming into my possession or prepared by the Consultant
in
connection with the services provided under the Agreement are the exclusive
property of the Company. The Consultant agrees to return to the Company all
such
documents upon termination of the Agreement unless specific written consent
is
obtained from the Company to release any such record.
No
Conflicting Obligations. The
Consultant will not disclose to the Company any confidential information
or
material belonging to a third party, including that belonging to any prior
contractor, unless the Consultant has first received the written approval
of
that third party and presents such approval to the Company.
Executed
this 30th day
of
June, 2005
WITNESSED
BY:
/s/
Xxxxxxx X. Xxxxxx
Xxxxxxx
X. Xxxxxx
Print
Name
000
Xxxxxxxxxx Xxx X
Xxxxx
000 Xxxx X. Xxxxx XX
00000
Address
Consultant
Occupation
|
)
)
)
)
)
)
)
)
)
)
|
/s/
Xxxxxx Xxxxxx
XXXXXX
XXXXXX
|