ADVISORY AGREEMENT
THIS ADVISORY AGREEMENT (the
“Agreement”), effective as of the 2nd day of April, 2007, is by and between
Worldwide Associates,
Inc., a Washington, D.C. corporation having offices at 0000 X. Xxxxx Xxxx, Xxxxx
000, Xxxxxxxxx, XX 00000 (hereinafter referred to as “ADVISOR”); and
Conforce International, Inc., a
Delaware corporation having offices at 30600 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxxxx,
Xxxxxxx X0X 0X0 (hereinafter referred to as “CONFORCE”).
WITNESSETH:
WHEREAS, ADVISOR, has valuable
knowledge and experience in advising companies with regard to general corporate
strategy, new business development, potential acquisitions or partnerships, and
financial strategies;
WHEREAS, CONFORCE desires that
it be able to call upon the knowledge and experience of ADVISOR (to include the
personal services of Xxxxxxxxx X. Xxxx, Xx. and Xxxxxxxxx X. Xxxx) for
consultation services and advice and to have ADVISOR assist in business
development;
WHEREAS, ADVISOR is willing to
render such services to CONFORCE and to serve on the terms and conditions
hereinafter set forth in this Agreement;
NOW, THEREFOR, in
consideration of the mutual covenants and agreements hereinafter set forth, the
parties hereby agree as follows:
ARTICLE I – TERM OF
AGREEMENT
This Agreement shall be in effect for a
period of one year, unless terminated earlier by either party upon 90 days
written notice to the other party (the “Advisory Term”). The Advisory
Term shall be renewable upon mutual agreement of the parties for additional
one-year periods.
ARTICLE II – ADVISORY
FUNCTION
ADVISOR agrees to be available during
the Advisory Term and any renewals thereof upon reasonable request by CONFORCE,
to advise CONFORCE with respect to CONFORCE’s marketing, business
development
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and
establishment of business relationships. During the Advisory Term and
any renewal periods, ADVISOR shall report directly to the Chairman of the
Board
and CEO
of CONFORCE or such other senior officer of CONFORCE as shall be designated by
the CEO of CONFORCE.
ADVISOR shall undertake, on a
best-efforts basis, to provide such consultative and advisory services as
CONFORCE shall reasonably request in connection with CONFORCE’s
business.
ARTICLE III –
COMPENSATION
CONFORCE agrees to compensate ADVISOR
for its services by distributing to ADVISOR one percent (1 %) of all gross
revenues derived from transactions in which the ADVISOR’s involvement or
introduction results in the sale of services or products of CONFORCE, including
its EKO-XXXX flooring system. ADVISOR’s participation in such
transactions will be mutually agreed to by the parties in advance of ADVISOR
providing services. Payment of compensation earned by ADVISOR shall
be made within thirty (30) days of receipt of transaction payments by
CONFORCE. In addition, ADVISOR shall receive an option to purchase
common shares in CONFORCE in accordance with the terms and conditions set forth
in Attachment A hereto.
ARTICLE IV –
EXPENSES
Subject to pre-approval, CONFORCE will
reimburse ADVISOR for any extraordinary expenses incurred by it in connection
with its consulting hereunder.
ARTICLE V –
CONFIDENTIALITY
ADVISOR recognizes and acknowledges
that in the course of its duties it may receive confidential or proprietary
information owned by CONFORCE, or other third parties with whom CONFORCE has an
obligation of confidentiality. ADVISOR agrees to keep confidential
and not disclose or use (except in connection with the fulfillment of its
consulting duties to CONFORCE under this Agreement) all confidential or
proprietary information owned by, or received by or on behalf of,
CONFORCE. “Confidential or proprietary information” shall include,
but shall not be limited to, CONFORCE’s products, services and technology, both
current and under development, promotion and marketing programs, lists, trade
secrets and other confidential and proprietary business
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information. “Confidential
or proprietary information” shall not include, however, information in the
public domain, information disclosed to ADVISOR by a third party entitled to
disclose it without any obligation of confidentiality, or, information already
known to the ADVISOR prior to its receipt.
ARTICLE VI –
INDEMNIFICATION
CONFORCE shall defend and indemnify
ADVISOR in his capacity as an advisor to CONFORCE against any and all claims,
judgments, damages, liabilities, costs and expenses (including reasonable
attorney’s fees) arising out of, based
upon or related to the ADVISOR’s performance of services hereunder, except to
the extent that such claims arise out of (a) willful misfeasance, (b) bad faith,
(c) gross negligence or (d) reckless disregard of the duties involved in the
conduct of ADVISOR’s position.
ARTICLE VII –
PUBLICITY
CONFORCE agrees that no press release,
notice, announcement, or any other form of public disclosure of the terms,
conditions, or disclosure of this Agreement or use of the ADVISOR’s name will be
made without the prior express authorization and approval of the
ADVISOR.
ARTICLE VIII – ENTIRE
AGREEMENT AND SEVERABILITY
This Agreement contains the entire
understanding of the parties with respect to the retention of ADVISOR by
CONFORCE. There are no restrictions, agreements, promises,
warranties, covenants or undertakings between the parties with respect to the
subject matter herein other than those expressly set forth
herein. This Agreement may not be altered, modified, or amended
except by written instrument signed by the parties hereto.
In the event any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision. If any court refuses to
enforce
any part of this Agreement as written, the court shall modify that part to the
minimum extent necessary to make it enforceable under applicable law, and shall
enforce it as so modified.
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ARTICLE IX –
SURVIVAL
The provisions of this Agreement
relating to confidentiality and compensation shall survive any termination or
expiration hereof. For a period of one year after the termination of
this Agreement, in the event that CONFORCE enters into a contract with a party
introduced by ADVISOR during the term of this Agreement, ADVISOR shall be
entitled to the compensation set forth in Article III.
ARTICLE X – ADVISOR NOT AN
EMPLOYEE
CONFORCE and ADVISOR hereby acknowledge
and agree that ADVISOR shall perform the services hereunder as an independent
contractor and not as an employee of CONFORCE. ADVISOR agrees that it
will file its own tax returns on the basis of its status as an independent
contractor for the reporting of all income, social security, employment and
other taxes due and owing on the consideration received by it under this
Agreement, and that it is responsible for the payment of such
taxes. As an independent contractor, ADVISOR
acknowledges,
understands and agrees that it is not, and shall not represent itself to third
parties as being, the agent or representative of CONFORCE nor does it have, and
shall not represent itself to third parties as having, power or authority to do
or take any action for or on behalf of CONFORCE, as its agent, representative or
otherwise, except as specifically herein set forth.
ARTICLE XI – APPLICABLE LAW
AND ARBITRATION
This Agreement shall be governed and
construed in accordance with the laws of the Commonwealth of Virginia, excluding
its conflict of laws principles. In the event any claim or dispute
arises out of or in connection with this Agreement, the parties agree to submit
such claim or dispute to the American Arbitration Association for binding
arbitration in accordance with the rules of the Association, and any judgment
thereon may be entered by the prevailing party in any court of competent
jurisdiction. Arbitration shall finally be settled in the
Commonwealth of Virginia before a single commercial arbitrator chosen by the
parties from a roster of arbitrators maintained by the American Arbitration
Association.
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IN WITNESS WHEREOF, the
parties hereto have executed this Agreement by proper persons thereunto duly
authorized.
_________________________
By: Xxxxxx
Xxxxx
Title: President
and CEO
WORLDWIDE
ASSOCIATES, INC.
_________________________ ________________________
By: Xxxxxxxxx
X. Xxxx,
Xx. By: Xxxxxxxxx
X. Xxxx
Title: Chairman
and
President Title:Managing
Director
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