CONSULTING SERVICES' AGREEMENT
It is hereby agreed by: 3143619 Canada Inc./Tirex America Inc. (the clients) and
Trident Educational Services, Inc. (the consultant) that the clients offer
exclusive mandate to Trident as consultants to conduct feasibility studies,
prepare business plans and to procure project financing for various aspects of
development, manufacturing and marketing of Tirex's Tire Recycling Machines and
to provide technical, legal, accounting and management assistance as required.
The consultants will provide written proposals for major pieces of work to be
undertaken including time and cost estimates. Consultants will also accept
verbal requests from authorized personnel from the client's organization for
different advice and tasks. For such items, billing will be on time and expense
basis.
The consultant will respect the confidentiality of the information provided to
them by the clients; however will be free to divulge it to appropriate
persons/organizations working towards the fulfillment of the financing, e.g.
bankers, subcontractors, Govt. officers, employees, etc.
The consultant's fee would be $200/hour for senior associates and approximately
$100/hour average of all personnel for major projects unless negotiated
otherwise. All local taxes and disbursements are extra.
The consultant's success fee for project financing would be based upon the
actual amounts arranged. The fee for the grants* would be 15%, for other forms
of investment would be 6%. These fees are exclusive of any other disbursements
such as brokerage, legal, accounting, registration fees, etc. incurred in order
to complete the financing. The clients will be responsible for the fees and
expenses if they fail to accept the financing or terminate the mandate. (*
"Grant", in this case includes all non-repayable contributions including
taxcredits, interest-free loans, etc., received by the companies during the life
of the project.)
Consultant's proposals, submitted for specific projects, are for the evaluation
purposes only by the client. Such proposals by the consultants, copied in any
manner and utilized for any purposes other than they were submitted for.
The client agrees to respect the confidentiality and exclusiveness of the
sources of funds, contacts etc., introduced to them by the consultants. Any
business or financing done through them or through their direct and indirect
contacts, directly or indirectly, would be deemed to have been done through the
consultants for the purposes of commissions, fees, etc.
Mandate to consultants will always be exclusive and all fees are subject to
local taxes and become due at the time of signing the financing agreement.
The parties agree to have this agreement drafted in English language; Les
parties soussignee consentent que ce document soit redige en anglais
Signed on this 15th March 1996.
3143619 CANADA/TIREX AMERICA, INC. TRIDENT EDUCATIONAL SERVICES, INC.
/s/ Xxxx Xxxxxxxx /s/ Fateh X. Xxxxxx
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XXXX XXXXXXXX FATEH X. XXXXXX
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