CONSULTING CONTRACT
THIS AGREEMENT is made as of the _____4___day of February, 2005
BETWEEN:
0708611 B.C. LTD., a Consulting Company with its address at
101, 0000 Xxxxxx Xxxxxx Xxxxxxxxx, XX X0X 0X0
(The "Consultant")
OF THE FIRST PART
AND: EAPI Entertainment, Inc. (Name to be changed to ORGANIC RECYCLING
TECHNOLOGIES INC., a company incorporated pursuant to the laws of
-
Nevada
("The Company")
OF THE SECOND PART
WHEREAS:
A. The Company wishes to contract for the services of the Consultant and to
have the Consultant agree to provide consulting services to any of the
Company's subsidiaries and affiliates, which require the Consultant's
expertise and assistance during the term of this Agreement, as directed by
the Company.
B. The Consultant has agreed to accept such contract for services upon the
terms and conditions of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of the mutual
covenants herein contained, the parties hereto agree as follows:
1. ENGAGEMENT
1.1 Appointment - The Company hereby contracts for the services of the
Consultant and the Consultant hereby agrees with the Company to perform
services for the Company in accordance with the terms and conditions of
this Agreement.
1.2 Scope of Duties - The Consultant will provide the services (THE "CONSULTING
SERVICES") as set forth in Schedule "A" to this Agreement.
1.3 The Consultant will provide the services of Xxxxxxx Xxxxxx, (the
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"Principle") to provide the Consulting services, or the services of another
professional, qualified, competent, and experienced, individual to provide
the Consulting Services to the Company and its subsidiaries and affiliates
in a competent, professional and timely
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manner. Any individual replacing Xxxxxxx Xxxxxx must be acceptable to
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the Company, acting reasonably.
1.4 Changes in scope of the Consulting Services may only be made by mutual
agreement of the parties.
1.5 Best Efforts - The Consultant shall, at all times, provide and perform the
Consulting Services to the best of its abilities. In consideration for the
Consulting Fee as set forth in clause 3.1, Consultant shall provide the
Services on a priority basis to the Company and those subsidiaries and
affiliates which enter into separate consulting contacts with the
Consultant, as directed by the Company.
1.6 Warranties and Responsibilities - The Consultant warrants and represents to
the Company as follows and acknowledges that the Company is relying upon
these warranties and representations in entering into this Agreement:
(a) The Consultant has the necessary expertise to effectively provide
the Consulting Services;
(b) The Consultant is not aware of any matter which would prevent the
Consultant from providing the Consultant Services;
(c) The Consultant is not subject to any known review by any securities
regulatory body that is currently in progress.
1.7 The Company acknowledges and agrees that the Consultant may, during the
term of this Agreement and subject to the provisions of clauses 5.1
and 5.2, provide services to parties other than the Company and those of
its subsidiaries and affiliates which have contracts with the Consultant.
1.8 The Consultant shall, at all times, be an independent contractor. The
parties agree that this Agreement will not be deemed to create a
partnership or joint enterprise.
1.9 The Company shall supply onsite Consultant personnel with suitable
office space and office equipment including adequate communications
equipment as may be necessary in connection with the Consultant's
performance of the Consulting Services.
1.10 Work, research or development produced or created by the Consultant during
the term of this Agreement pertinent to the Company's technical, scientific
or business interests including processes, business plans, other material
or information relating to the business, portions of computer software (in
source and executable code) and related documentation in any media
including all modifications, enhancements and versions thereof, unique
software and hardware configurations, design concepts and all materials
developed therefrom defined as Work Product.
1.11 Any Work Product created by Consultant under this Agreement, either
developed solely or jointly with any other party, is the sole and exclusive
property of the Company. Company is the sole owner of all copyrights,
patents and other intellectual property rights in the Work Product.
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1.12 Consultant assigns to the Company any rights Consultant may have in the
Work Product and waives all claims with respect to the Work Product
including any moral rights in the Work Product or to its use including the
right to restrain or claim damages for any distortion, mutilation or other
modification of the Work Product and to restrain use or reproduction of the
Work Product.
1.13 Company acknowledges :
(A) that Consultant may use certain software libraries and
development tools proprietary to Consultant ("Consultant
Software") to create the Work Product; and
(B) Company does not obtain any proprietary or intellectual property
rights in such Consultant Software; and
(C) Company's use of Consultant Software as embedded in the Work
Product shall be governed by fully-paid, non-exclusive worldwide,
runtime license to use such Consultant Software.
1.14 The Company will assist the Consultant and those of its subsidiaries and
affiliates, which require the Consultant's expertise and assistance with
the negotiation, and settlement of the terms of separate consulting
contracts.
2. TERM
2.1 Initial Term - The initial term of this Agreement shall be Five years
commencing on the date first above written, subject to earlier termination
as hereinafter provided.
2.2 Renewal - This Agreement shall be renewed for further terms of such
duration and upon such terms and conditions as the Consultant shall and the
Company may mutually agree upon in writing.
3. CONSULTANT FEE
3.1 The Company shall pay to the Consultant a monthly fee (the "CONSULTING
FEE") in consideration of the Consulting Services. The Consulting Fee shall
be US$5,000.00.
3.2 The Consultant shall invoice the Company on the Twenty-Sixth (26th) day of
each month for Consulting Services rendered during the month and the
Company shall pay said invoice on or before the last day of the month in
which the invoice is rendered.
3.3 The Consultant shall deliver to the Company, with each invoice, a report
detailing the activities and services provided to the Company for the time
period of the invoice.
3.4 The Consultant will provide, at the Company's Written request, a copy of
all Work Product including documents, designs, charts, and codes.
3.5 The Consultant will ensure all Work Product will be backed-up and copied to
safeguard against any loss or damage to the original Work Product.
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3.6 The parties agree that the Consultant Fee provided for in paragraph 3.1
hereof is intended to include reimbursement for all other expenses
incurred by the Consultant, in connection with providing the Consulting
Services, except for the following expenses incurred by the Consultant
while providing the Consulting Services:
(a) Those expenses expressly stated to be reimbursed by the Company
pursuant to this Agreement;
(b) Reasonable travel expenses including transportation costs, meals,
accommodation and related living out expenses;
(c) Long distance telephone, facsimile, and video conferencing charges;
(d) Cost of visas, airport fees, special taxes and other charges imposed
by government for immigration related to travel on projects business;
(e) Conference and related fees, purchase of technical books, journals and
related information where authorized by the Company;
(f) Other specific expenses incurred by the Consultant with the prior
written approval of the Company.
The Consultant with each invoice shall submit an account listing of reimbursable
expenses incurred each month.
4. OPTIONS
4.1 The Consultant will also be entitled to receive in future years options to
purchase additional shares of the Company as determined by the board of
directors of the Company in its sole discretion with reference to options
granted to officers and directors of the Company and the performance of the
Consultant.
5. CONFIDENTIALITY
5.1 Confidential Information and Non-Disclosure - The Consultant acknowledges
and agrees that all information connected with the Company's technology,
including without limitation, all information, data, inventions,
discoveries, improvements, modifications, developments, technically manuals
or process-flow manuals, data, customer information and pricing information
is confidential and the Consultant covenants and agrees with the Company to
use its best efforts to ensure that the such information does not become
public knowledge and undertakes not to disclose such information or any
part thereof to any other person except to its consultants and employees as
may be necessary to carry out its rights and obligations under this
Agreement. The Consultant hereby further covenants and agrees with the
Company that the Consultant shall require each and every one of its
employees or consultants who are provided with any information in respect
of the Company's technology or related knowledge to sign confidentiality
agreements with the Consultant in a form
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acceptable to the Company. All such information shall be returned to
the Company upon termination of this Agreement.
5.2 Non-Competition - The Consultant shall not, during the term of this
agreement and during the period which is two (2) years after the date of
the termination of this Agreement, either alone or in a partnership or
jointly or in conjunction with any person or persons, including without
limitation, any individual, firm, association, syndicate, company,
corporation or other business enterprise, as principal, agent, shareholder
or in any other manner whatsoever, carry on or be engaged in or concerned
with or interested in or advise, lend money to, guarantee the debts or
obligations of or permit their names to be used or employed by any person
or persons, including without limitation, any individual, firm association
syndicate, company, corporation or other business enterprises, engaged in
or concerned with or interested in an option or undertaking which is in any
way competitive with e business of the Company as it relates to the
Company's technology and business in Canada, in the United States, in North
America or in the world without having obtained the express written consent
of the Company. The Consultant acknowledges and agrees the geographical
restrictions contained herein are reasonable in light of the nature of the
Company'' technology and business. The Consultant further agrees to not:
(a) Carry on, be engaged in or concerned with or interested in any
business, operation or undertaking which is in any way competitive
with the business of the Company anywhere in Canada and in the United
States where the business of the Company is carried on; and
(b) Attempt to solicit any suppliers, customers or employees of the
business of the Company away from the Company.
The Consultant hereby further covenants and agrees with the Company that
the Consultant shall require each of its employees, either assisting in the
provision of the Consulting Services or having access to confidential
information of the Company, to execute confidentiality and non-competition
agreements with the Consultant in a form similar to the covenants contained
in clauses 5.1 and 5.2.
6. TERMINATION
6.1 TERMINATION BY THE COMPANY
(a) Material Breach by Consultant - The Company may terminate this
Agreement as a result of material breach of this Agreement by the
Consultant, provided that a reasonable written notice, of at least
three (3) business days has been given by the Company, to the
Consultant and the Consultant has been given an opportunity to cure
the material breach. In the event of termination of this Agreement by
the Company, as a result of a material breach of this Agreement by the
Consultant, all Options granted to the Consultant will terminate and
be of no force and effect and the Consultant will not have any right
to receive additional Options not granted as of the date of
termination;
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(b) Without Material Breach by Consultant - The Company acknowledges and
confirms that the Consultant will suffer damages for termination of
this Agreement unless termination is due to a material breach by the
Consultant. Accordingly, the parties agree that a reasonable
pre-estimate of damages payable by the Company to the Consultant for
termination of this Agreement by the Company is such circumstances
will be as follows.
(i) During this Agreement, damages equal to three months fees;
which payment will be in full and final settlement of all claims,
damages, and any other liabilities of the Company to the Consultant
pursuant to this Agreement to the date of such termination of the
Consultant's services to the Company.
6.2 TERMINATION BY THE CONSULTANT
(a) Material Breach by Company - The Consultant may terminate this
Agreement for material breach at any time provided that a reasonable
written notice of at least three (3) business days has been given by
the Consultant to the Company and the Company has been given a
reasonable opportunity to cure the material breach;
(b) Without Material Breach by Company - The Consultant may terminate
this Agreement without there having been a material breach by the
Company provided the Consultant gives the Company at least three (3)
months' written notice.
6.3 Definition of Material Breach by Company- In this Agreement, the parties
agree that a material breach of this Agreement by the Company includes:
(a) The Company's engagement in conduct which unreasonably jeopardizes the
Company or the Consultant and which the Company refuses to stop or
rectify against the advice of the Consultant given in writing;
(b) The Company's material default, misconduct, breach or non-observance
of any material stipulation contained herein, after reasonable
opportunity to cure such condition, if reasonable opportunity to
remedy exists;
(c) The dissolution, insolvency or bankruptcy of the Company.
6.4 Definition of Material Breach by Consultant - In this Agreement, the
parties agree that a material breach of this Agreement by the Consultant
includes:
(a) The Consultant's material default, misconduct, breach or
non-observance of any material stipulation contained herein after
reasonable opportunity to cure such condition, if reasonable
opportunity to remedy exists.
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(b) The failure of the Consultant to provide Xxxxxxx Olssonor another
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individual satisfactory to the Company acting reasonably, to provide
the Consulting Services;
(c) The attempted assignment of this Agreement by the Consultant, in
breach of this Agreement or any change in control of the Consultant or
that the representation and warranty of the Consultant in section
1.6(c) ceases to be correct;
(d) The dissolution, insolvency or the bankruptcy of the Consultant.
7. OTHER PROVISIONS
7.1 Governing Law - This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia.
7.2 Intellectual property Rights - Any intellectual property rights that
the Consultant creates during the performance of his services are the
property of the Company.
7.3 Notice - Any notice required, or permitted to be given under this
Agreement shall be in writing and may be delivered personally or by telex
or telecopier, or by prepaid registered post addressed to the parties at
the above-mentioned addresses or at such other address of which notice may
be given by either of such parties. Any notice shall be deemed to have been
received if personally delivered or by telex or telecopier on the date of
delivery and, if mailed as aforesaid, then on the seventh (7th) business
day after and excluding the date of mailing.
7.4 Assignment - This Agreement may not be assigned by either party
without the written consent of the other party.
7.5 Indemnity:
(a) The Consultant shall indemnify the Company and save it harmless
from and against any and all claims, actions, damages, liabilities and
expenses arising out of or in connection with a breach of any kind by
the Consultant of any provisions, covenants, conditions and warranties
contained in this Agreement, or any other matter arising whatsoever
out of this Agreement including the actions of other employees, agents
or contractors of the Consultant.
(b) The Company shall indemnify the Consultant and save it harmless
from and against any and all claims, actions, damages, liabilities and
expenses arising out of or in connection with a breach of any kind by
the Company of any provisions, covenants, conditions and warranties
contained in this Agreement, or any other matter arising whatsoever
out of this Agreement including the actions of its employees, agents
or contractors of the Company.
7.6 This Agreement supersedes any previous agreement, arrangement or
understanding, whether written or oral between the parties hereto.
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7.7 Severability - Any term or condition of this Agreement that is held to
be unlawful or unenforceable is severable and the remaining terms and
conditions of this Agreement remain in full force and effect.
7.8 Time is of the essence of this Agreement.
7.9 This Agreement is subject to the applicable rules and regulations of
whatever stock exchange(s) upon which the Shares of the Company may be
traded from time to time, and the Company and the Consultant undertake to
exercise their best efforts to comply with such rules and regulations as
they relate to this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
0708611 B.C. Ltd., EAPI Entertainment, Inc. (Name to be
changed to Organic Recycling Technologies
By its Authorized signatory Inc.) by its Authorized Signatory
/s/ Xxxxxxx Xxxxxx /s/ Xxxx Xxxxxxx
______________________ _______________________
Signature Signature
Xxxxxxx Xxxxxx Xxxx Xxxxxxx
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____________________ _____________________
Print Name Print Name
President Secretary
______________________ _______________________
Title Title
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SCHEDULE A
- Scope of Work
1. Technical assistance and expertise in relation to projects for the Company;
2. Assessment and assistance on ventures;
3. Assistance in corporate business affairs as required;
4. Perform such other duties and observe such instructions as may be
reasonably assigned from time to time by an immediate Supervisor, by or on
behalf of the Company's Board of Directors, and by or on behalf of the
Company's President and/or C.E.O.
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