Exhibit 10.8
CONSULTING AGREEMENT
BY AND BETWEEN
MARCH MOTORS INTERNATIONAL, INC.
AND
GLOBAL COIN CORPORATION
THIS AGREEMENT entered into on March 31st, 1998, is made by and between March
Motors International, Inc. (hereinafter referred to as "March") and Global Coin
Corporation, a Company incorporated under the laws of British Columbia, Canada
(hereinafter referred to as "Global").
WHEREAS, March desires the services of Global to assist March in its development
program, start-up, intended IPO and operations (the "Goals"), and Global has
agreed to provide such services.
NOW, THEREFORE, March and Global in consideration of the mutual promises and
covenants contained herein, agree as follows:
I. ENGAGEMENT
March hereby engaged Global to assist March in achieving the Goals.
Global hereby accepts such engagement, subject to the provisions
hereof. During the term of this Agreement Global agrees to render the
foregoing assistance in a reasonably diligent, trustworthy, loyal and
business like manner, all for the purpose of advancing the business
interests of March.
II. EXCLUSIVITY OF SERVICES
Global will devote its best efforts to the performance of its duties
hereunder. Global will not, without the written consent of the Board of
Directors of March, engage in any activity in competition with the
Goals during the term of this Agreement, except as specified herein.
Global may continue to operate and develop its other business
interests.
III. TERM
This Agreement shall have a term of approximately three years ("initial
term"), beginning on April 1, 1998 and expiring on December 31, 2000.
This Agreement will, after expiration of the initial term,
automatically extend for consecutive additional one year terms
("succeeding terms") absent sixty (60) days of written notice from
either party to the other, prior to the expiration of either the
initial term or any succeeding term, of such party's intent not to
renew this Agreement. Both the initial term and any succeeding terms
shall be subject to termination before expiration under Section VII of
this Agreement.
IV. COMPENSATION
In consideration of Global's acceptance of continued engagement and the
performance of its duties under this Agreement, including but not
limited to the provisions of Sections V and VI, March shall pay to
Global the following:
(a) Direct Remuneration-Global shall be paid an annual sum of
$60,000.00 for its agreement hereunder, payable in equal
monthly installments of $5,000.00 on the 1st day of each month
during the term hereof; PROVIDED HOWEVER that Global agrees to
defer the receipt of the said sum of the following conditions:
[i] Global may at any time convert the amount deferred
to such point in time to common shares of March at
the rate of $3.00 deferred compensation per common
share;
[ii] Any deferred amount not converted to common shares
under [i] above shall be paid to Global upon the
closing of an offering of March's securities
conducted pursuant to a registration statement
filed by March under Section 5 of the Securities
Act of 1933, as amended, raising net proceeds to
March of $4,000,000.00 or more [an "IPO"]; and
[iii] The foregoing provisions of this Section IV[a]
shall survive the termination or expiration of this
Agreement.
(b) Benefits-Global shall nominate an employee to represent Global
under this Agreement. Such employee shall, for each fiscal
year this Agreement remains effective, be entitled to March
benefit plans on the same terms as such benefits are available
or granted to other senior executives of March.
(c) Expense Reimbursement-March will pay or reimburse Global for
all reasonable and necessary out-of-pocket expenses incurred
by Global in the performance of its duties under this
Agreement, subject to the presentation of appropriate vouchers
in accordance with March's normal policies for expense
verification, and in an amount not to exceed One Thousand
Dollars ($1,000.00) in any calendar month.
V. COVENANT NOT TO SOLICIT
In partial consideration of the compensation paid under this Agreement,
including, but not limited to, the benefits outlined above, Global
agrees that during the term hereof, and the term hereof regardless of
whether this Agreement is terminated
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with or without Global's concurrence provided that any involuntary
termination is in compliance with this Agreement, Global shall not:
(a) Deliver products or services or attempt to deliver products or
services which are of the same type or nature as those which
Global provided or offered during its engagement under this
Agreement, to any customer of March, except as specifically
provided herein, without prior written consent of March.
March's products and services shall be defined for these
purposes to include those products and services offered by
March during Global's engagement with March.
(b) Employ or offer any individual employed by March within the
four (4) months preceding the termination of Global's
engagement, or request, advise or entice any such individual
to leave the employment of March.
Global further agrees that in the event it breaches any of the
covenants contained in Section V or VI of this Agreement, irreparable
harm will result to March, that March's remedy at law will be
inadequate, and that March will be entitled to an injunction to
restrain any continuing breach of this Agreement by Global. March
shall, without limitation, be entitled to damages, reasonable
attorneys' fees, and any other costs and expenses incurred in
connection with the enforcement of Section V or VI of this Agreement,
in addition to any other rights or remedies which March may have at law
or in equity.
VI. NONDISCLOSURE OF INFORMATION
(a) Global agrees that any information related to the business of
March, or of any of March's clients or customers, which is
acquired by Global during its engagement by March, shall be
regarded as confidential and solely for the proprietary
benefit of March. Global shall not, except as is necessary in
the ordinary course of conducting business for March, use such
information for itself or disclose such information to any
other person or entity directly or indirectly, either during
the term of this Agreement, or any time thereafter, unless it
obtains the prior written approval of March.
(b) Global shall not remove any records or documents from the
premises of March or March's clients or customers in either
original, duplicate, or copies form, except as is necessary in
the ordinary course of conducting business for March and
subject to the approval of March's management person with the
authority to act upon such matters. Global shall immediately
deliver to March, upon termination of its engagement with
March, or at any other time upon March's request, any such
records or documentation in Global's possession or control.
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VII. TERMINATION
(a) Global's engagement hereunder shall be terminated under any of
the following circumstances:
[i] by the mutual agreement of Global and March; or
[ii] upon the termination of this Agreement by March or
Global under Section III.
(b) In the event that Global's engagement is terminated under this
paragraph VII, Global's entitlement to compensation under
Section IV of this Agreement which would be earned after
termination shall be immediately cease.
VIII. CONSENT TO VENUE AND JURISDICTION
Global and March consent to venue and jurisdiction in the District
Court of Hennepin, State of Minnesota, and in the United States
District Court for the district of Minnesota, and to service of process
under Minnesota law in any action commenced to enforce this Agreement.
IX. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties,
and may not be amended or modified except by the mutual written
agreement of Global and March. This agreement supersedes any previous
agreement, written or oral, that Global and March may have entered
into.
X. GOVERNING LAW
This Agreement shall be construed under and governed by the laws of the
State of Minnesota.
XI. SEVERABILITY
If any provision of this Agreement shall, for any reason, be adjudged
to be void, invalid, or unenforceable by a court of law, the remaining
provisions of this Agreement shall nonetheless continue and remain in
full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
MARCH MOTORS INTERNATIONAL, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Its: President
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GLOBAL COIN CORPORATION
By: /s/ Xxxxx Xxxxx
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Its: Vice President
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