CONSULTING AGREEMENT
(the "Agreement")
This Agreement, dated for reference the 1st day of May 2007, by and between:
EYI Industries, Inc.
0000 Xxxxxxx Xxxxxx
Xxxxxxx, XX X0X 0X0
Tel: 000-000-0000 Fax: 000-000-0000
("EYI")
AND:
Global Mutual Benefit Network Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, X.X. X0X0X0
Tel: 000.000.0000 Fax: 000.000.0000
(the "Consultant").
WHEREAS:
A. EYI is engaged in the sale and marketing of health and wellness products,
water filtration systems and a fuel additive product and requires assistance
in the sale and marketing of EYI products and services: (the "Business");
B. Consultant is a company incorporated under the laws of the Province of
British Columbia; the Consultant, as at the date of this Agreement, is in
good standing under the laws of the Province of British Columbia; the
director/officer of the Consultant is Xxxx X'Xxxxx, President and Secretary;
C. The Principal of the Consultant is Xxxx X'Xxxxx (the "Principal") and the
Consultant is controlled by the Principal;
D. The Principal has the necessary experience to assist EYI and the Business.
NOW THEREFORE the parties hereto agree as follows:
1. APPOINTMENT
1.1 EYI hereby appoints Consultant to provide services on behalf of EYI and
Consultant hereby accepts such appointment on the terms and conditions set
out herein.
1.2 Subject to the approval of the Board of Directors of EYI, the Principal
whose services are being provided via the Consultant shall be the Executive
Vice President and Chief Operating Officer of EYI or such other title as the
Consultant and EYI shall agree upon from time to time.
2. TERM
2.1 The term of this Agreement shall be for an initial period of five (5)
years ("Initial Term") commencing on May 1, 2007. This Agreement shall
automatically renew on a year to year basis at the end of the Initial Term
unless terminated in accordance with the provisions set out in paragraphs
2.2 and 2.3 herein.
2.2 This Agreement shall terminate, without further notice upon:
a. The winding up or bankruptcy of Consultant or its Principal;
b. The Consultant or its Principal being found guilty of fraud or other serious
criminal offense or being declared mentally incompetent;
c. The Agreement of the Consultant and EYI to so do;
d. The Consultant being unable, for whatever reason, to continue to provide
services to EYI;
e. A change in control of Consultant without the prior written consent of
EYI; and
f. A material breach of the terms of this Agreement, including, without
limiting the generality of the foregoing, a breach by Consultant of the
provisions of Article 3.1.
2.3 Notwithstanding the foregoing either party may terminate this Agreement,
without reason, upon one (1) year's written notice to the other. Provided
however, termination of this Agreement shall not adversely affect payment of
any monies due hereunder to Consultant unless termination was due to a material
breach of this Agreement by Consultant or its Principal or due to their fraud
or other serious criminal offense.
3. SERVICES
3.1.1 The Consultant shall provide the following services and advice to EYI
in addition to such other services as EYI shall reasonably request and
Consultant agrees to provide, namely:
a. Consultant will perform the duties and services usually expected of
a person holding the office of Executive Vice-President of a Nevada
corporation operating the Business herein described;
b. Consultant will be responsible for the supervision of the Chief
Financial Officer of EYI;
c. Consultant will be responsible for the supervision of the senior
Management team involved in the Business of Essentially Yours Industries,
Inc., a subsidiary of EYI, the Chief Financial Officer, ("CFO"), the
Vice President of International Development, and any other management
personnel that the Board of Directors of EYI shall determine, from time
to time, should be under the supervision of Consultant;
d. Consultant will be responsible for contract negotiations on behalf
of EYI and approving of expenditures by the management team of EYI;
e. Consultant will also be involved in and assist with financing efforts
for the Business and for EYI and liaise with bankers, financial consultants,
accounting advisors and legal advisors and any other type of consultant that
may be necessary and in the best interest of EYI and the Business;
f. Consultant agrees to provide EYI with such further and other services and
advice as EYI shall reasonably request and the Consultant agree to provide.
3.2 Consultant agrees to provide the services described in paragraph 3 and
will provide such services as necessary for the orderly conduct of EYI's
business.
4. REMUNERATION
4.1 In consideration of the efforts of the Consultant to be provided herein,
EYI agrees to pay a salary to the Consultant in the sum of Twenty Thousand
($20,000.00) USD and Six Hundred ($600.00) USD for a monthly car allowance,
payable on the 15th and 30th of the month that services are provided.
4.2 Consultant is authorized to incur reasonable business expenses in
conducting its activities on behalf of EYI. Consultant acknowledges that
EYI may from time to time adopt policies and procedures specifying the
nature and amount of expenses that will be considered reasonable, and the
statements contained in such policies and procedures shall be considered
conclusive as to such matters. EYI will reimburse Consultant for such
actual, out of pocket, expenses upon the Consultant's presentation and
itemized account of such expenses in the form required by then properly
adopted policies and procedures of EYI.
5. RELATIONSHIP
5.1 Nothing contained herein will be construed to make the Consultant
an employee of EYI. The Consultant will at all times act as an independent
contractor. The Consultant will determine the method, details, and means
of performing its services under this Agreement. The Consultant agrees
to comply with all laws, ordinances, rules, and regulations, which are
applicable to the performance of its services. The Consultant agrees
to indemnify and hold EYI harmless from all claims, damages, and
expenses resulting from the Consultant's failure to comply and his
performance hereunder. EYI may provide Consultant with authority to
bind EYI to contracts and agreements and to make representations on
behalf of EYI; in such case the authority will be set out herein or
approved in writing by resolution of the Board of Directors of EYI.
6. CONFIDENTIALITY
6.1 The Consultant acknowledges that EYI has certain rights in
certain confidential, proprietary, trade secret or technical information
including but not limited to:
a. Computer software, including, but not limited to,
source and object codes, flowcharts, algorithms, record layouts, routines,
report formats, data, compilers, assemblers, design concepts and related
documentation, manuals, and other materials whether in human or machine
readable form;
b. Discoveries, inventions, copyrights, concepts and ideas, whether
patentable or not, and including, without limitation, the nature and
result of research, development, manufacturing, marketing, planning
and any other business activities;
c. Product specifications, formulas, designs, manufacturing processes a
nd methods, production machinery, quality assurance methods, binary
compensation plans, accounting systems, know-how and any other
proprietary information of any kind whatsoever;
d. Database of independent business associates and/or possible
users of EYI's products;
All of which shall hereinafter be referred to as "Subject
Information"; and
The Consultant further acknowledges that the Subject Information was
developed or acquired by EYI at considerable expense, has independent
economic value from not being known or readily ascertainable by
others, and is the subject of efforts made by EYI to maintain in
secrecy; and
EYI wishes to maintain its rights to the Subject Information, and
The Consultant agrees not to, directly or indirectly, in
any way, reveal, report, publish, disclose, transfer or otherwise
use any of the Subject Information for his own personal benefit or
gain or in any way other than in the best interests of EYI.
7. COVENANTS
7.1 The Consultant covenants to EYI as follows:
a. To carry out the services performed on behalf of EYI with
due diligence and in the best interests of EYI;
b. To exercise all reasonable effort to provide the services
to EYI on a timely basis and to perform the services in accordance
with good business practice;
c. To comply with all lawful and reasonable directions
and instructions of EYI;
The Consultant acknowledges that the foregoing covenants are
material provisions of this Agreement and if Consultant breaches
these covenants whether by action or inaction that material harm
will result to EYI and its Business. The Consultant also
acknowledges that the harm that may result from a breach may
not be fully compensated to EYI by payment of damages and that
an injunction or similar remedy may be necessary to fully
protect EYI and the Consultant agrees that EYI may obtain
an injunction or other similar relief from a Court of
competent jurisdiction and that if EYI seeks such a
remedy that the Consultant will not oppose the application
of EYI.
8. NON-ASSIGNMENT
8.1 The Consultant shall not assign any of
the rights or benefits granted herein.
9. ARBITRATION
9.1 Save and except for actions for injunctive relief or
similar, the Consultant and EYI shall make every effort
to resolve amicably by direct, informal negotiation any
disagreement or dispute arising between them under and
in connection with this Agreement. If, after TEN (10)
DAYS from the commencement of such informal negotiations,
the Consultant and EYI have been unable to amicably
resolve any dispute arising out of or in connection
with this Agreement, except for actions for injunctive
relief or similar, either Consultant or EYI may require
that the dispute be referred to and finally resolved by
Arbitration, under the rules of the American Arbitration
Association (the "Rules"), which Rules are deemed to be
incorporated by reference into this Article. The
tribunal shall consist of One (1) Arbitrator. The
Consultant and EYI will endeavour within TEN (10) DAYS
of the matter being referred to Arbitration to agree
upon an Arbitrator, failing which the Arbitrator
shall be appointed in accordance with the Rules. The
place of Arbitration shall be Las Vegas, Nevada.
The language of the Arbitration shall be English. The
Consultant and EYI agree that the Arbitrator shall be
requested to make his award within SIXTY (60) DAYS
following the later of the conclusion of the
Arbitration hearings or any exchange of final
written submissions by the Consultant or EYI, and
further agree that the word of the Arbitrator shall
be final and binding.
10. NOTICES
10.1 Any notice required or permitted to be given
hereunder shall be in writing and shall be effectively
given if:
a. Delivered personally;
b. Sent by prepaid courier service or mail; or
c. Sent by fax;
addressed to the relevant party at the address/number
shown for that party at the beginning of this Agreement.
10.2 Any notice so given shall be deemed conclusively
to have been given and received when so personally
delivered or, if sent by fax, on the first business
day thereafter, or if sent by mail, on the third
business day thereafter. Either Consultant or
EYI may change any particulars of its address/number
for notice by notice to the others in the manner
above described.
11. PRINCIPAL
11.1 Xxxx X'Xxxxx acknowledges that he is the Principal
of the Consultant, has reviewed this Agreement, and
covenants and agrees to cause the Consultant to comply
and abide with all of the terms and conditions of this
Agreement.
11.2 Xxxx X'Xxxxx, the Principal of the Consultant,
further agrees to provide his services under Section
3 on a full-time basis to EYI.
12. GENERAL
12.1 Time shall be of the essence of this Agreement.
12.2 Any changes or amendments or additions to this
Agreement must be in writing and signed by both parties
to be effective.
12.3 This Agreement shall be construed in accordance
with the laws of the State of Nevada and the Courts of
said State sitting at Las Vegas, Nevada shall have, subject
to the arbitration provisions contained herein and without
regard to conflicts of law provisions, exclusive jurisdiction
to hear all actions arising out of or in respect of this
Agreement.
12.4 Failure on the part of a party to complain of any
act or failure to act of the other party or to declare the
other party in default, irrespective of how long such
failure continues, shall not constitute a waiver by such
party of any rights hereunder.
12.5 This is a complete and exclusive statement of the
Agreement between the parties, which supersedes and merges
all prior proposals, understandings and all other agreements,
oral or written, between the parties relating to this Agreement.
This Agreement may not be modified or altered except by a
written instrument duly executed by both parties.
12.6 The provisions of this Agreement are severable and if
any term is alleged or invalid for any reason whatsoever
such allegations or invalidity shall not affect the validity
of the remainder of this Agreement.
12.7 This Agreement shall inure to the benefits of and be
binding upon the parties hereto and their respective
successors and assigns, as permitted herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective as of the date first above written.
EYI Industries Inc. Global Mutual Benefit Network Inc.
Per: /s/ Xxx xxxxxxxx Per: /s/ Xxxx X'Xxxxx
Name: Xxx Xxxxxxxx Name: Xxxx Xxxxx X'Xxxxx
Title: President/CEO Title: President
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