EXHIBIT 10.2
CONSULTING AGREEMENT
XXXXX XXXXXXXXX
SOLICITORS-VICTORIA AND VANCOUVER, B.C.
CONSULTING AGREEMENT
This agreement made as of the 30th day of September 2004.
BETWEEN:
CALIOPE NETWORKS (CANADA) INC.,
a British Columbia Corporation having its registered
and records office at Xxxxx 000 - Xxx Xxx Xxxxxx,
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(hereinafter referred to as the "Corporation")
OF THE FIRST PART,
AND:
XXXX XXXXXXXXX,
of 000-0000 Xxx Xxx Xxx.
Xxxxxxxx XX., X0X 0X0
(hereinafter referred to as the "Consultant")
OF THE SECOND PART.
WHEREAS the Corporation has been incorporated for the express purpose of
attempting to develop, market and sell, certain telephone and other computer
related services;
AND WHEREAS the Corporation intends to proceed with its business enterprise by
becoming a public trading corporation, independently or by merger or otherwise
with another public trading corporation;
AND WHEREAS the Corporation wishes to secure the opportunity to use the
Consultant for consulting in professional financial service areas, and the
Consultant has agreed to be available to the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the respective
covenants and agreements of the parties contained herein, and the consideration
hereinafter expressed (the receipt and sufficiency of which is hereby
acknowledged by each of the parties hereto), it is agreed as follows:
ARTICLE 1 - CONSULTING SERVICES
1.01 The Consultant agrees to be available to the Corporation to provide
consulting services in the field of professional financial services at the call
of the Corporation.
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1.02 This Agreement shall remain in full force and effect from the date of
this agreement for a term of two years thereafter, subject to earlier
termination as hereinafter provided, with the said term being capable of
extension by mutual written agreement of the parties hereto.
1.03 The Services to be provided hereunder to the Corporation by the
Consultant shall be provided by the Consultant. It is agreed and acknowledged
that the Consultant will from time to time provide other services and conduct
other business activities to other persons, firms and corporations, and the
obligation to provide consulting services under this Agreement shall be
non-exclusive.
1.04 The Consultant shall act in accordance with any policy of and carry out
any reasonable instructions of the Board of Directors of the Corporation if
called upon to provide Services. The Consultant acknowledges that such policies
and instructions may limit, restrict or remove any power or discretion which
might otherwise have been exercised by the Consultant.
1.05 In consideration for the Services which may be required by the
Corporation, the Consultant and the Corporation shall pay to the Consultant fees
as shall be determined and negotiated between the parties at the time of the
Corporation calling upon the Consultant to provide the Services, to be paid in
accordance with the terms then negotiated between the parties.
1.06 In consideration of the Consultant agreeing to be available to provide
consulting services under the terms of this Agreement, it is agreed that the
Corporation, in the event of it becoming, or acquiring by merger or otherwise, a
corporation trading its shares to the public, shall obtain and provide to the
Consultant 250,000 shares, as are otherwise offered to the public, in the name
of the Consultant. It is expressly acknowledged and agreed that such shares are
valued for the purposes of this Agreement at $0.001 per share and have only such
nominal value.
1.07 It is expressly agreed and acknowledged that in the event the
Corporation should not become a corporation trading its shares to the public, or
acquire such a corporation for the purposes of its business plan, there shall be
no obligation on the part of the Corporation to make payment of or deliver any
such shares to the Consultant.
1.08 In the event that this Agreement should be terminated prior to the
issuance and allotment of such shares to the Consultant, the right or
entitlement of the Consultant to such shares shall forthwith be terminated and
the Corporation shall have no further obligation to the Consultant hereunder.
1.09 In addition to the payment, as may be negotiated, of fees for Services
actually provided, the Consultant shall be reimbursed from time to time for all
out-of-
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pocket expenses, including travel costs, actually and properly incurred by the
Consultant in connection with providing the Services hereunder. The Consultant,
as a condition of such reimbursement, shall furnish statements, vouchers or
receipts to the Corporation for all such expenses.
1.10 It is expressly acknowledged that this Agreement does not require the
Corporation to call upon the Consultant during the term, or any extension of it,
to provide Services to the Corporation.
ARTICLE 2 - COVENANTS
2.01 The Consultant covenants and agrees with the Corporation that it will
not delegate performance of the Services to any other person without the prior
written consent of the Corporation, in the event that the Corporation calls upon
the Consultant to provide such Services.
ARTICLE 3 - CONFIDENTIALITY AND NON-COMPETITION
3.01 The Consultant covenants and agrees that the Consultant will not
disclose to any person any confidential information with respect to the business
or affairs of the Corporation, except as may be necessary or desirable to
further the business interests of the Corporation. This obligation shall
survive the expiry or termination of this Agreement.
3.02 Upon expiry or termination of this Agreement the Consultant shall
return to the Corporation any property, documentation, or confidential
information which is the property of the Corporation.
3.03 Upon the call of the Corporation, the Consultant shall provide the
services on the terms and conditions then negotiated, and faithfully serve and
use best efforts to promote the interests of the Corporation, shall not use any
information which the Consultant may acquire with respect to the business and
affairs of the Corporation or its affiliates for the Consultant's own purposes
or for any purposes other than those of the Corporation or its affiliates.
ARTICLE 4 - TERMINATION
4.01 The Corporation may terminate this Agreement by giving the Consultant
written notice; except in the event that the Consultant may be engaged in the
provision of Services which the Corporation has called for, in which event, the
notice shall be not less than 30 days. In lieu of such written notice of 30
days, the Corporation shall pay the Consultant a fee equivalent to the said 30
days of consulting as the terms shall have been negotiated.
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4.02 The Consultant may terminate this agreement at any time by giving the
Corporation written notice. The obligations of the Consultant under this
Agreement shall terminate upon the earlier of the Consultant ceasing to be
retained by the Corporation or the termination of this Agreement by the
Corporation or the Consultant.
ARTICLE 5 - CAPACITY
5.01 It is acknowledged by the parties hereto that the Consultant shall be
engaged by the Corporation, at the call of a corporation in the capacity of
independent contractor only and not as an employee of the Corporation.
Furthermore, the Consultant and the Corporation acknowledge and agree that this
Agreement does not create a partnership or joint venture between them.
ARTICLE 6 - GENERAL CONTRACT PROVISIONS
6.01 All notices, requests, demands or other communications (collectively
"Notices") by the terms thereof required or permitted to be given by one party
to any other party, or to any other person shall be given in writing by personal
delivery or by registered mail, postage prepaid, or by facsimile transmission to
such other party as follows:
(a) to the Corporation at:
CALIOPE NETWORKS (CANADA) INC.
000-00 00 Xxx Xxx Xxxxxx
Xxxxxxxx, X.X.,
X0X 0X0
Attention: J. Xxxxxxx Xxxxxxxxx, QC
(b) to the Consultant at:
XXXX XXXXXXXXX
000-0000 Xxx Xxx Xxx.
Xxxxxxxx XX., X0X 0X0
or at such other address as may be given by such person to the other parties
hereto in writing from time to time.
6.02 All such Notices shall be deemed to been received when delivered or
transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following the
day of the mailing thereof. If any Notice shall have been mailed and if regular
mail service shall be interrupted by strikes or other irregularities, such
Notice shall be deemed to been received 48 hours after 12:01 a.m. on the day
following the resumption of normal mail service, provided that during the period
that regular mail service shall be interrupted all Notices shall be given by
personal delivery or by facsimile transmission.
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6.03 The parties shall sign such further and other documents, cause such
meetings to be held, resolutions passed and bylaws enacted, exercise their vote
and influence, do and perform and cause to be done and performed such further
and other acts and things as may be necessary or desirable in order to give full
effect to this Agreement and every part thereof.
6.04 Time shall be of the essence of this Agreement and of every part hereof
and no extension or variation of this Agreement shall operate as a waiver of
this provision.
6.05 This Agreement constitutes the entire agreement between the parties
with respect to all the matters herein and its execution has not been induced
by, nor do any of the parties rely upon or regard as material, any
representations or writings whatever not incorporated herein and made a part
hereof and it may not be amended or modified in any respect except by written
instrument signed by the parties hereto.
6.06 This Agreement shall enure to the benefit of and be binding upon the
parties and their respective legal personal representatives, heirs, executors,
administrators or successors, as the case may be.
6.07 This Agreement is personal to the Consultant and may not be assigned by
the Consultant.
6.08 Unless otherwise provided for herein, all monetary amounts referred to
herein shall refer to the lawful money of Canada.
6.09 This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia and the federal laws of Canada
applicable therein and each of the parties hereto agrees irrevocably to conform
to the non-exclusive jurisdiction of the Courts of such province.
6.10 If any Article, Section or any portion of any Section of this Agreement
is determined to be unenforceable or invalid for any reason whatsoever that
unenforceability or invalidity shall not affect the enforceability or validity
of the remaining portions of this Agreement and such unenforceable or invalid
Article, Section or portions thereof shall be severed from the remainder of this
Agreement.
6.11 The Parties hereto agree that this Agreement may be transmitted by
facsimile or such similar device and that the reproduction of signatures by
facsimile or such similar device will be treated as binding as if originals and
each party hereto undertakes to provide each and every other party hereto with a
copy of the Agreement bearing original signatures forthwith upon demand.
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IN WITNESS WHEREOF the parties hereto have duly executed this Consulting
Agreement effective the 30th day of September 2004.
SIGNED and DELIVERED by the )
Authorized Signatory of )
CALIOPE NETWORKS )
(CANADA) INC. in the ) CALIOPE NETWORKS (CANADA) INC.
presence of: )
)
)
------------------------- ) -----------------------------------
Witness ) Authorized Signatory
SIGNED and DELIVERED by )
XXXX XXXXXXXXX )
in the presence of: )
)
)
------------------------- ) -----------------------------------
Witness ) Xxxx Xxxxxxxxx
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