EXHIBIT 10.12
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made effective the 24th day of March, 1999 (the "Effective
Date").
BETWEEN:
VAMP International Holdings Inc.
Business Consultant,
of 0000 Xxxxxxx Xxxxx
Xxxxx Xxxxxxx, XX 00000
(hereinafter referred to as the "Consultant")
AND: Hyperstealth Biotechnology Corporation
0000 Xxxxxxxx Xxx.
Xxxxxxx, X.X.
X0X 0X0
(hereinafter referred to as the "Client")
WITNESSETH that in consideration of the mutual covenants and conditions
herein contained, the parties hereto do hereby agree as follows:
1. The Client hereby agrees and hereby does retain the Consultant to furnish
such continuing general advice as is from time to time reasonably required with
respect to the operation of the business of the Client and in particular,
without restricting the generality of the foregoing, shall include those matters
described in Schedule "A" hereto. The Client acknowledges that the Consultant
does not give any legal advice, fund raising advice or arranging seed capital
funding with respect to this assignment. The Client agrees to pay to the
Consultant as compensation for its services herein a fee as provided in Schedule
"B" hereto.
2. In addition to the fee described in paragraph 1 hereof, the Client shall
pay to the Consultant upon receiving an invoice for it all actual expenses and
disbursements paid or incurred by the Consultant in its performance of its
obligations hereunder in the manner more particularly provided in Schedule "C"
hereto.
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3. Subject to the Client's approval for any expense exceeding in aggregate
$500, the Client does hereby authorize and empower the Consultant to retain,
engage, hire, consult, employ or otherwise as it deems essential to its proper
performance of its obligations hereunder such person, firm and/or corporation,
including a corporation and/or corporations affiliated with or related to the
Consultant, and in particular, without limiting the generality of the foregoing,
any lawyer, chartered accountant and/or financial analyst. Any expenses or
disbursements paid or incurred by the Consultant herein shall be paid by the
Client as provided in paragraph 2 hereof.
4. The Client hereby authorizes and empowers the Consultant to do any and all
things necessary and proper in its performance of its obligations hereunder and
agrees to co-operate fully with the Consultant in this regard, and in
particular, without limiting the generality of the foregoing, to allow the
Consultant to examine all books and records of the Client.
5. The Consultant agrees to report to the Client on an ongoing basis and to
consult with the Client with respect to its performance of its obligations
hereunder.
6. The Consultant agrees that it will not at any time either during the term
of this Agreement or thereafter divulge to any person, firm or corporation any
information received by the Client during the course of its retainer with regard
to the personal, financial or other affairs of the Client and all such
information shall be kept confidential and shall not in any manner be revealed
to anyone save and except as the Consultant shall deem essential in its proper
performance of its obligations hereunder.
7. The Client will be introduced to certain associates, sub-consultants and
persons associated with the consultant and the Client agrees not to contract
these associates, sub-consultants and persons for any reason without the written
consent of the Consultant.
8. The Client acknowledges that the Consultant may have other clients during
the term of this assignment.
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9. The Client acknowledges and agrees that the terms of the Consultant's fees
shall be paid immediately upon presentation of invoice for services rendered to
the Client.
10. The Client agrees during and after the term of this Agreement to indemnify
and hold the Consultant harmless from and against any and all loss, damage or
liability in costs and expenses in connection therewith incurred by the
Consultant as a result of any violation of this Agreement by any act of or
omission or commission on the part of the Client or any of its employees or
agents, and from all claims, damages or suits of any persons arising from the
use by the Consultant, or any of its employees or agents, of the premises of the
Client.
11. The Client agrees that it will not, on grounds of the alleged non-
performance by the Consultant of any of its obligations hereunder, withhold
payment of any moneys due and owing to the Consultant by the Client hereunder.
12. In the event that the Client does not pay any moneys due and owing to the
Consultant hereunder within a period of ten (10) days of the date of receipt by
the Client of an invoice for such payment, the Consultant shall be at liberty to
give notice to the Client of such default. If such default shall continue for a
period of ten (10) days after the date of receipt by the Client of such notice,
then, at the option of the Consultant, the obligation of the Consultant to
perform the services as provided hereunder shall immediately terminate.
13. The Client agrees that the Consultant may assign the whole or any part of
this Agreement to any successor in interest in its business, or any part
thereof, or to any corporation affiliated with or related to the Consultant and
the Client agrees to be bound by the terms hereof as though such assignee and/or
assignees were originally named herein as the Consultant.
14. Time shall be of the essence of this Agreement and each and every part
hereof.
15. All payments required hereby shall be made in U.S. currency or as
stipulated in Schedule "B"
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hereto.
16. This Agreement shall be litigated exclusively in and governed by and
construed in accordance with the laws of the Province of British Columbia.
17. All notices, requests, demands or other communications (hereinafter
referred to as "notice") by the terms hereof required or permitted to be given
by one party to another shall be given in writing by personal delivery or by
registered mail, postage pre-paid, addressed or delivered to the other party at
its address first above written. Any such notice shall be deemed to have been
received when delivered and, if mailed, four (4) days after mailing thereof.
19. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, administrators, successors and
assigns as the case may be.
20. The term of this Agreement shall be one year expiring on the anniversary of
the Effective Date. This Agreement may be extended at the option of the parties.
21. The foregoing and the schedules hereto contain the entire agreement of the
parties hereto and supercede all previous agreements and understandings between
the parties in any way relating to the subject matter hereof and no modification
hereof shall be binding upon the parties unless the same is in writing and
signed by the parties hereto.
IN WITNESS WHEREOF the parties hereto have affixed their hands and seals
the day and year first above written.
THE CORPORATE SEAL of )
VAMP INTERNATIONAL HOLDINGS INC. )
was hereunto affixed in )
the presence of: ) c/s
)
/s/ Xxxxxx Xxxxxx )
-------------------------------- )
Authorized Signatory )
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THE CORPORATE SEAL of )
HYPERSTEALTH BIOTECHNOLOGY )
CORPORATION )
was hereunto affixed in )
the presence of: ) c/s
)
/s/ Xxx Xxxxxx )
-------------------------------- )
Authorized Signatory )
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SCHEDULE "A"
SCOPE OF ASSIGNMENT
The Client hereby agrees that the Consultant's "Scope of Assignment" shall be as
follows:
1. Finalizing the Company's Business Plan.
2. Working with lawyers and accountants to produce the Company's seed capital
Offering Memorandum.
3. Engaging a law firm in the USA to start the Due Diligence process necessary
to taking the Company public and legal issues regarding raising capital in
the USA, Canada and Europe.
4. To assist the Company to incorporate in the USA.
5. To work with the Company and its directors regarding corporate development
in Canada, the USA and other parts of the world.
6. To negotiate and to introduce the Company to possible underwriters and
merchant brokers with regard to the Company's contemplated IPO.
7. To search and report to the directors with respect to a publicly traded
company and to pursue a reverse takeover by a listed or unlisted public
company. In the alternative to assist in the planning of an IPO.
8. To arrange for the purchase of a public company. (If the Client is unable
within a reasonable time to complete of the purchase of the public company
the Consultant retains the right to keep the public company).
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SCHEDULE "B"
CONSULTANT'S COMPENSATION
The Client agrees to pay to the Consultant as compensation for services the
following fees:
1. The fee for services to be rendered under this Agreement shall be a fee of
$195,000 U.S. (one hundred and ninety-five thousand dollars U.S.) payable upon
receiving an invoice.
2. The Consultant shall receive a finders fee of 10% for only such financings
which the Client receives from investors introduced by the Consultant. The
finders fee shall be net of any fees which may be required by other parties,
however, there shall be no reduction unless the Consultant has participated in
the negotiation of fees to other finders or arrangers of the financing.
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SCHEDULE "C"
The Client agrees to pay to the Consultant the following:
A CAR MILAGE CHARGE OF $0.30US PER KILOMETER PLUS
ALL COSTS INCURRED SHALL BE BILLED TO THE CLIENT
AT THE INVOICED COST TOGETHER WITH A TEN PERCENT
HANDLING CHARGE. A PHOTOCOPY OF RECEIPTS WILL
BE MADE AVAILABLE TO THE CLIENT.
