CONSULTANT AGREEMENT
This Consultant Agreement (the "Agreement") is made and entered into effective
as of the 15th day of January, 2002 (the "Effective Date"), between MEGAPRO
TOOLS INC., a Nevada corporation, (the "Company") and XXXXXX XXXXXXXX of
___________________________________ (the "Consultant").
WHEREAS:
A. The Company is engaged in the business of manufacturing and marketing a
line of screwdriver products under the "Megapro Tools" brand name.
B. The Company is contemplating the completion of one or more business
combinations with the objective of increasing the Company's revenues and
earnings and expanding is existing business, including the prospective
acquisition of Megapro International.
C. The Consultant has represented to the Company that the Consultant has
experience in advising public companies on the completion of business
combinations.
D. The Company desires to retain the Consultant to provide consultant
services to the Company on the terms and subject to the conditions of this
Agreement.
E. The Consultant has agreed to provide consultant services to the Company
on the terms and subject to the conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
1. DEFINITIONS
1.1 The following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the contrary:
(a) "Consultant Shares" shall mean the shares of the Company's common
stock issuable to the Consultant pursuant to Section 5.1;
(b) "Board" shall mean the Board of Directors of the Company;
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(c) "Term" shall mean the term of this Agreement beginning on the
Effective Date and ending on the close of business on the effective
date of the termination of this Agreement.
2. ENGAGEMENT AS A CONSULTANT
2.1 The Company hereby engages the Consultant as a consultant to provide the
services of the Consultant in accordance with the terms and conditions of this
Agreement and the Consultant hereby accepts such engagement.
3. TERM OF THIS AGREEMENT
3.1 The term of this Agreement shall become effective and begin as of the
Effective Date, and shall continue until the close of business on that is two
years from the Effective Date, unless this Agreement is earlier terminated in
accordance with the terms of this Agreement.
4. CONSULTANT SERVICES
4.1 The Consultant agrees to perform the following services and undertake
the following responsibilities and duties to the Company to be provided by the
Consultant to the Company as consulting services (the "Consulting Services"):
(a) the Consultant will assist the Company in identifying prospective
merger and acquisition targets and other business combinations that
will enhance the business of the Company, increase the ability of the
Company to generate business and revenues and expand the Company's
business operations in accordance with its business plan;
(b) the Consultant will advise management and make recommendations to
management on the business and financial terms of prospective mergers,
acquisitions and other business combinations, including the
prospective acquisition of Megapro International;
(c) the Consultant will assist management of the Company in negotiating
and finalizing any merger, acquisition or other business combination
agreements, including any agreement for the prospective acquisition of
Megapro International;
(d) the Consultant will report to the President of Company;
(e) the Consultant will perform such other duties and observe such
instructions as may be reasonably assigned from time to time by the
President of the Company, provided such duties are within the
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scope of the Company's business and services to be provided by the
Consultant.
4.2 The Consultant shall devote such time, attention and energies to the
business affairs of the Company as may be reasonably necessary for the provision
of the Consulting Services in a timely and expeditious manner, provided,
however, the Consultant may engage in reasonable investment and other personal
activities that do not interfere with the Consultant's obligations hereunder.
4.3 The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company.
5. CONSULTANT FEE
5.1 In consideration of the agreement of the Consultant to provide the
Consulting Services, the Company will issue to the Consultant an aggregate of
321,000 shares of the Company's common stock (the "Consultant Shares"). The
Company will undertake to register the issuance of the Consultant Shares on a
registration statement filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 (the "Act").
6. REIMBURSEMENT OF EXPENSES
6.1 The Company will pay to the Consultant, in addition to the issuance of
the Consultant Shares, the reasonable travel and promotional expenses and other
specific expenses incurred by the Consultant in provision of the Consulting
Services, provided the Consultant has obtained the prior written approval of the
Company.
7. TERMINATION
7.1 The Company may terminate this Agreement at any time upon the occurrence
of any of the following events of default (each an "Event of Default"):
(a) the Consultant's commission of an act of fraud, theft or embezzlement
or other similar willful misconduct, or
(b) the neglect or breach by the Consultant of his material obligations or
agreements under this Agreement,
provided that notice of the Event of Default has been delivered to the
Consultant and provided the Consultant has failed to remedy the default within
seven days of the date of delivery of notice of the Event of Default, if the
default is of such a nature that it is capable of remedy.
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7.2 The Company may at its option terminate this Agreement in the absence of
an Event of Default by delivering notice of termination to the Consultant and
paying to the Consultant any portion of the Consultant Shares due to the date of
termination as full and final payment of all amount payable under this
Agreement, including damages for wrongful termination.
7.3 The Consultant may terminate this Agreement at any time upon delivery of
fourteen (14) days prior written notice of termination to the Company in the
event of default by the Company.
7.4 On termination of this Agreement for any reason, all rights and
obligations of each party that are expressly stated to survive termination or
continue after termination will survive termination and continue in full force
and effect as contemplated in this Agreement.
8. PROPRIETARY INFORMATION
8.1 The Consultant will not at any time, whether during or after the
termination of this Agreement for any reason, reveal to any person or entity any
of the trade secrets or confidential information concerning the organization,
business or finances of the Company or of any third party which the Company is
under an obligation to keep confidential, except with the prior written consent
of the Company, and the Consultant shall keep secret such trade secrets and
confidential information and shall not use or attempt to use any such secrets or
information in any manner which is designed to injure or cause loss to the
Company. Trade secrets or confidential information shall include, but not be
limited to, the Company's financial statements and projections, expansion
proposals, business plans and details of its business relationships with banks,
lenders and other parties not otherwise publicly available.
9. RELIEF
9.1 The Consultant hereby expressly acknowledges that any breach or
threatened breach by the Consultant of any of the terms set forth in Section 8
of this Agreement may result in significant and continuing injury to the
Company, the monetary value of which would be impossible to establish, and any
such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.
10. INDEMNIFICATION
10.1 The Consultant will indemnify and defend and hold the Company harmless
against any claims, actions, suits, proceedings, investigations, losses,
expenses, demands, obligations, liabilities, judgments, fines, fees, costs and
expenses
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(including costs and reasonable attorney fees) and any amounts paid in
settlements in any of the foregoing which arise or result from or are related to
any breach or failure of the Consultant to perform any of its covenants and
agreements set forth in this Agreement.
10.2 The Company will indemnify and defend and hold the Consultant harmless
against any claims, actions, suits, proceedings, investigations, losses,
expenses, demands, obligations, liabilities, judgments, fines, fees, costs and
expenses (including costs and reasonable attorney fees) and any amounts paid in
settlements in any of the foregoing which arise or result from or are related to
any breach or failure of the Company to perform any of its covenants and
agreements set forth in this Agreement.
10.3 The indemnification provisions of this paragraph shall survive the
termination and expiration of this Agreement.
11. PARTIES BENEFITED; ASSIGNMENTS
11.1 This Agreement shall be binding upon, and inure to the benefit of, the
Consultant, his heirs and his personal representative or representatives, and
upon the Company and its successors and assigns. Neither this Agreement nor any
rights or obligations hereunder may be assigned by the Consultant.
12. NOTICES
12.1 Any notice required or permitted by this Agreement shall be in writing,
sent by registered or certified mail, return receipt requested, or by overnight
courier, addressed to the Board and the Company at its then principal office, or
to the Consultant at the address set forth in the preamble, as the case may be,
or to such other address or addresses as any party hereto may from time to time
specify in writing for the purpose in a notice given to the other parties in
compliance with this Section 12. Notices shall be deemed given when delivered.
13. GOVERNING LAW
13.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida and each party hereto adjourns to the
jurisdiction of the courts of the State of Florida.
14. REPRESENTATIONS AND WARRANTIES
14.1 The Consultant represents and warrants to the Company that (a) the
Consultant is under no contractual or other restriction which is inconsistent
with the execution of this Agreement, the performance of his duties hereunder or
other rights of Company hereunder, (b) the Consultant is under no physical or
mental disability that would hinder the performance of his duties under this
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Agreement, and (c) the Consultant has the expertise and experience necessary to
provide the Consulting Services to the Company.
15. MISCELLANEOUS
15.1 This Agreement contains the entire agreement of the parties relating to
the subject matter hereof.
15.2 This Agreement supersedes any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof.
15.3 No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto.
15.4 A waiver of the breach of any term or condition of this Agreement shall
not be deemed to constitute a waiver of any subsequent breach of the same or any
other term or condition.
15.5 This Agreement is intended to be performed in accordance with, and only
to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be held
invalid or unenforceable, such invalidity and unenforceability shall not affect
the remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.
15.6 The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
15.7 The Consultant may assign the benefit of this Agreement to a private
corporation controlled by the Consultant, provided that such assignment will not
relieve the Consultant from his obligations to the Company arising under this
Agreement.
15.8 This Agreement replaces and supercedes all other consultant and
employment agreements between the Company and the Consultant and any amendments
hereto.
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15.9 The Consultant acknowledges and agrees that X'Xxxxx & Company has acted
solely as legal counsel for the Company and that the Consultant has been
recommended to obtain independent legal advice prior to execution of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the date first written above.
MEGAPRO TOOLS INC.
by its authorized signatory:
/s/ Xxxx Xxxxxx
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Signature of Authorized Signatory
XXXX XXXXXX
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Name of Authorized Signatory
PRESIDENT
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Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY XXXXXX XXXXXXXX
in the presence of:
/s/ "signed"
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Signature of Witness
0000 Xxxxxxx Xx. /s/ Xxxxxx Xxxxxxxx
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Address of Witness XXXXXX XXXXXXXX
