CONSULTING AGREEMENT
THIS AGREEMENT, made this 28th day of July, 2000, by and between VentureTech,
Inc., an Idaho corporation with its mailing address at Xxx 0000, Xxxxxx,
Xxxxxxxx, 00000 (hereinafter referred to as "VTEH") and Hutchingame Growth
Capital a division of 888258 Ontario Ltd., an Ontario Corporation with its
principal offices located at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxx, Xxxxxx X0X
0X0, (hereinafter referred to as "HGC. In consideration of the compensation
hereinafter agreed and the covenants and agreements herein contained, the
parties hereto mutually agree as follows:
ARTICLE 1
Independent Contractor
HGC shall be deemed at all times to be an independent contractor and HGC is not
for any purposes an employee or agent of VTEH and HGC agrees not to make any
representation to the contrary. HGC understands and agrees that as an
independent contractor he does not have any authority to sign contracts, notes,
obligations, to make any purchases or to acquire or dispose of any property on
behalf of VTEH unless otherwise directed in writing by an officer of VTEH. VTEH
understands and agrees that as an arms length independent contractor. HGC does
not have any obligations or liability with respect to any contracts, notes,
obligations, purchases, acquisitions or dispositions of any property on behalf
of VTEH and VTEH agrees to indemnify and save harmless HGC from any and all
claims arising from these transactions.
ARTICLE 2
Character and Extent of Services
HGC shall provide consulting and advisory services in connection with VTEH's
business development and marketing strategies. The services shall be performed
by Xxxx Xxxxxxxxxxx, principal consultant of HGC (the "CONSULTANT") and shall
include, but not be limited to the following:
o Assist VTEH management in the preparation of a strategic plan
o Research and Evaluate relevant business opportunities.
o Evaluate Strategic alliances.
o Perform comparative analysis of competitors.
o Research emerging e-commerce and Internet opportunities
o Assist the marketing department in product and strategic planning.
o Attend off-site visits and trade conferences.
o Monitor message bulletin board threads as they relate to VTEH.
o Provide business guidance to VTEH management.
o Act as a spokesperson for VTEH with its stakeholders
o rovide advice to the Board of Directors
ARTICLE 3
Period of Performance
This Agreement and the services hereunder shall commence on the first day of
September 2000 and continue until the 31st day of August 2001. The agreement
shall be automatically renewed unless otherwise terminated by either party with
a minimum of fifteen (15) days written notice prior to the renewal date.
Thereafter either party may terminate the agreement at any time with fifteen
(15) days written notice.
ARTICLE 4
Compensation, Payment and Invoicing
In full monetary consideration for this Agreement and the services to be
performed by HGC hereunder, VTEH will pay HGC the sum of $10,000 (Ten Thousand
US$) per month payable in two $5,000 (Five Thousand US$) installments per month
on the 15th and 1st in arrears. HGC shall submit invoices to VTEH together with
such supporting documentation as VTEH may reasonably require. Expenses, which
are approved in advance by VTEH, shall be reimbursed upon submission of valid
invoices
Consultant Agreement -HGC VentureTech, Inc.
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ARTICLE 5
Assignment and Subcontracting
HGC's obligations authorized under this Agreement are not assignable or
transferable and HGC agrees not to subcontract any of the work authorized
hereunder without prior approval of VTEH.
ARTICLE 6
Publication
Publication of confidential information of either party directly derived from
work performed or data obtained in connection with services rendered under this
Agreement must first be approved in writing by VTEH and HGC with respect to
their respective information.
ARTICLE 7
Legal Requirements
HGC shall secure all licenses or permits required by law and shall comply with
all ordinances, laws, rules, and regulations pertaining to the services
hereunder.
ARTICLE 8
Guarantees and Warranty
HGC warrants and guarantees that the work performed hereunder shall be in
accordance with generally accepted professional standards.
ARTICLE 9
Proprietary Information
HGC and the CONSULTANT shall not, either during or after the term of this
Agreement, disclose to any third party any confidential information relative to
the work of the business of VTEH and/or any affiliated corporations, without
written consent of VTEH. VTEH shall not, either during or after the term of this
Agreement, disclose to any third party any confidential information relative to
the work of the business of HGC and/or any affiliated corporations, without
written consent of HGC. VTEH representatives shall at all times have access to
the work for purposes of inspecting same and determining that the work is being
performed in accordance with the terms of the Agreement.
ARTICLE 10
Waiver
The failure of VTEH to insist on strict performance of any of the terms and
conditions hereof shall not constitute a waiver of any other provisions or any
default to HGC. The terms and conditions of this Agreement shall survive the
period herein stated.
ARTICLE 11
Notices
Any notice or other communication required or permitted to be given by or in
connection with this Agreement shall be deemed duly given if and when delivered,
in person, to the person whom such notice is directed, or by certified or
registered mail, postage prepaid and return receipt requested, or delivered to a
recognized private courier service, fee prepaid, and addressed to the party to
which such notice is directed at the address set forth below for such party, or
at such other address as such party may have designated in a writing given to
the other parties hereto in like manner.
To VTEH: To 888258 Ontario Ltd. o/a Hutchingame Growth Capital
Attn: C.E.O. Attn: Xxxx Xxxxxxxxxxx
VentureTech, Inc. 000 Xxxxxxxx Xxx.
P.O. Box 3255 Ottawa, Ontario
Xxxxxx, Xxxxxxxx 00000 Xxxxxx X0X 7C9
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ARTICLE 12
Governing Law
This Agreement shall be governed by and construed in accordance with the
substantive laws of the state of Virginia, USA.
ARTICLE 13
Entire Agreements and Amendments
This instrument constitutes the entire Agreement between the PARTIES covering
the subject matter defined herein. No modifications or amendments shall be valid
unless stated in writing and signed by the PARTIES.
IN WITNESS WHEREOF, THE PARTIES hereto have caused this Agreement to be duly
executed in their respective names:
FOR VentureTech, Inc. FOR 888258 Ontario Ltd.
Agreement Executed By: Agreement Executed By:
Signed Signed
------------------------------------ -----------------------
Xxxxxxx Xxxxx Xxxx Xxxxxxxxxxx
Authorized Signing Officer Authorized Signing Officer
Consultant Agreement -HGC VentureTech, Inc.
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