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CONSULTING AGREEMENT
THIS AGREEMENT is dated as of the 19th day of February, 0000
X X X X X X N :
GLOBESAT HOLDING CORP., a corporation incorporated
under the laws of the State of Utah
(hereinafter referred to as the "Corporation")
- and -
XXXX XXXXX, an individual residing in the Province
of Ontario
(hereinafter referred to as the "Consultant")
WHEREAS the Corporation wishes to retain the service of the
Consultant as a consultant of the Corporation, and the Consultant
desires to serve as consultant for the Corporation;
AND WHEREAS the Corporation has entered into the Joint
Venture Agreement (as defined below);
AND WHEREAS the parties hereto wish to set out the terms and
conditions of the Consultant's tenure with the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration
of the premises and of the respective covenants and agreements
herein contained and for other good and valuable consideration
(the receipt and sufficiency of which is hereby acknowledged), it
is hereby agreed by and between the parties hereto as follows:
Consulting Arrangement
1. The Consultant shall be engaged as consultant by the
Corporation and shall, to the satisfaction of the Corporation,
faithfully, honestly and diligently perform such duties and
responsibilities and exercise such powers as the Corporation may,
acting reasonably, from time to time decide in connection with
the introduction and facilitation of meetings with key
representatives of Startech Environmental Corporation
("Startech").
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2. The Corporation shall engage the Consultant and the
Consultant shall serve the Corporation as consultant upon and
subject to the terms and conditions of this Agreement, commencing
on the date hereof until termination in accordance with the
provisions of this Agreement.
Compensation
3. Upon the execution of a joint venture agreement between the
Corporation, or an affiliate, and Startech, or an affiliate, in
connection with the establishment of a joint venture between the
parties in respect of commercializing certain plasma waste
converter systems developed by Startech which are designed to
convert tires into commodity products, principally comprised of
iron and synthetic gas (the "Joint Venture Agreement"), the
Corporation shall grant to the Consultant options to purchase
50,000 free trading shares of common stock in the capital of the
Corporation pursuant to the Corporation's 1996 Nonqualified Stock
Option Plan (the "GSAT Options"). The exercise price of each
option will be US$0.0001 and will be immediately exercisable upon
their issuance to the Consultant.
Termination of Consulting Arrangement
4. The consulting arrangement with the Consultant may be
terminated by the Corporation at any time without prior notice
for cause. Notwithstanding such termination, the Consultant
shall be entitled to retain the GSAT Options issued hereunder.
5. The term of this consulting agreement shall, unless
terminated earlier in accordance with section 4 or 6 hereof,
automatically end on a date which is one year from the date
hereof.
6. The Consultant may at any time resign upon 30 days' advance
notice to the Corporation of such resignation. Notwithstanding
such resignation, the Consultant shall be entitled to retain the
GSAT Options issued hereunder.
Representations and Warranties of the Consultant
7. The Consultant hereby represents and warrants to the
Corporation (which representations and warranties shall survive
the execution of this Agreement) that:
a. the Consultant has all requisite power and authority to
enter into this Agreement and perform his obligations hereunder;
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b. this Agreement has been duly executed and delivered by, and
constitutes a legal, valid, binding and enforceable obligation
of, the Consultant; and
c. the execution and delivery of this Agreement by the
Consultant and the performance and compliance with the terms
hereof will not result in any breach, or be in conflict with, or
constitute a default under, or create a state of facts which
after notice or lapse of time or both, will constitute a default
under, any term or provision of any indenture, contract,
agreement (whether written or oral), instrument or other document
to which the Consultant is a party or to which he is subject, or
any judgment, decree, order, statute, rule or regulation
applicable to it.
Representations and Warranties of the Corporation
8. The Corporation hereby represents and warrants to the
Consultant (which representations and warranties shall survive
the execution of this Agreement) that:
a. the Corporation is duly incorporated and validly subsisting
under the laws of the State of Utah and has all requisite power
and authority to enter into this Agreement and perform its
obligations hereunder;
b. this Agreement has been duly authorized, executed and
delivered by, and constitutes a legal, valid, binding and
enforceable obligation of, the Corporation; and
c. the execution and delivery of this Agreement by the
Corporation and the performance and compliance with the terms
hereof will not result in any breach, or be in conflict with, or
constitute a default under, or create a state of facts which
after notice or lapse of time or both, will constitute a default
under, any term or provision of the Corporation's constating
documents, by-laws or resolutions or any indenture, contract,
agreement (whether written or oral), instrument or other document
to which the Corporation is a party or to which it is subject, or
any judgment, decree, order, statute, rule or regulation
applicable to it.
Confidentiality
9. The Consultant acknowledges that in the course of its
performance of its duties with the Corporation it will be privy
to information confidential and proprietary to the Corporation
and to its clients ("Confidential Information"). Such
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Confidential Information includes but is not limited to: secret
business methods and systems of the Corporation; the terms of
contractual relations with clients; subscriber lists;
confidential information of clients; business strategic
development plans; financial information and internal practices
and procedures in respect of the Corporation.
10. The Consultant hereby acknowledges that the disclosure of
the Confidential Information referred to in section 9 herein to
any third party would be harmful to the business interests of the
Corporation. The Consultant therefore agrees and undertakes that
it shall not at any time, either during its tenure hereunder or
thereafter, directly or indirectly, reveal to any third party any
such Confidential Information, directly or indirectly utilize, in
any way, either on its own behalf or on behalf of any third
party, any such Confidential Information except any such
Confidential Information which may hereafter be in the public
domain.
11. Upon termination of its consulting arrangement with the
Corporation, the Consultant shall promptly return to the
Corporation originals or copies of any and all materials,
documents, notes, including, customer lists, records, drawings
and other customer information, all samples, market share
reports, customer contracts, prices and rates, account
management, data processing programs and financial information,
which is in the Consultant's possession or control and relates or
belongs to the Corporation.
Relationship of the Parties
12. This Agreement shall not constitute an employer-employee
relationship. It is the intention of each party that the
Consultant shall be an independent contractor and not an employee
of the Corporation. The Consultant shall not have authority to
act as the agent of the Corporation except when such authority is
specifically delegated to the Consultant by the Corporation.
General Contract Provisions
13. The Consultant covenants and agrees to deliver such
documents, certificates, assurances and other instruments as may
be required to carry out the provisions of this Agreement.
14. This Agreement may not be assigned by either party without
the prior written consent of the other party hereto.
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15. This Agreement shall enure to the benefit of and be binding
upon the successors and permitted assigns of the parties hereto.
16. The provisions of this Agreement shall be governed by and
interpreted in accordance with the laws of the Province of
Ontario.
17. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof. There
are no warranties, representations or agreements between the
parties in connection with such subject matter except as
specifically set forth or referred to in this Agreement. Except
as expressly provided in this Agreement, no amendment, waiver or
termination of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any other
provision of this Agreement shall constitute a waiver of any
other provision nor shall any waiver of any provision of this
Agreement constitute a continuing waiver unless otherwise
expressly provided.
18. If any covenant or provision in this Agreement is determined
to be void or unenforceable in whole or in part, such covenant or
provision shall be severable from all other covenants and
provisions hereof and shall not affect or impair the validity of
any other covenant or provision hereof.
19. Any notice, designation, communication, request, demand or
other document, required or permitted to be given or sent or
delivered hereunder to any party hereto shall be in writing and
shall be sufficiently given or sent or delivered if it is
a. delivered personally to such party or to an officer or
director of such party, as applicable, or
b. sent to the party entitled to receive it by registered mail,
postage prepaid, mailed in Canada, or
c. sent by telecopy machine.
Notices shall be sent to the following addresses or telecopy
numbers:
a. in the case of the Corporation:
BCE Place
000 Xxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Avi X. Xxxxxxxxxx
Telecopier: (000) 000-0000
b. in the case of the Consultant:
0000 Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
X0X 0X0
Attention: Xx. Xxxx Xxxxx
Telecopier: (000) 000-0000
or to such other address or telecopier number as the party
entitled to or receiving such notice, designation, communication,
request, demand or other document shall, by a notice given in
accordance with this section, have communicated to the party
giving or sending or delivering such notice, designation,
communication, request, demand or other document.
20. Any notice, designation, communication, request, demand or
other document given or sent or delivered as aforesaid shall
a. if delivered as aforesaid, be deemed to have been given,
sent, delivered and received on the date of delivery;
b. if sent by mail as aforesaid, be deemed to have been given,
sent, delivered and received (but not actually received) on the
fourth business day following the date of mailing, unless at any
time between the date of mailing and the fourth business day
thereafter there is a discontinuance or interruption of regular
postal service, whether due to strike or lockout or work
slowdown, affecting postal service at the point of dispatch or
delivery or any intermediate point, in which case the same shall
be deemed to have been given, sent, delivered and received in the
ordinary course of the mails, allowing for such discontinuance or
interruption of regular postal service; and
c. if sent by telecopy machine, be deemed to have been given,
sent, delivered and received on the date the sender receives the
telecopy answer back confirming receipt by the recipient.
21. 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 the other party hereto with a copy of this
Agreement bearing original signatures forthwith upon demand.
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IN WITNESS WHEREOF this Agreement has been executed by
the parties hereto.
GLOBESAT HOLDING CORP.
Per: /S/ Xxx X. Xxxxxxxxxx,
Chairman and Chief Executive Officer
XXXX XXXXX
Per: /S/ Xxxx Xxxxx
