EXHIBIT 10.23
CONSULTING AGREEMENT
THIS AGREEMENT made as of October 25, 1999
BETWEEN:
VIBRO-TECH INDUSTRIES, INC., a corporation subsisting under the laws of the
state of Delaware, having a place of business at Xxxxx 000-00000 Xxxxxxxxxx
Xxxx, Xxxxxxxx, Xxxxxxx Xxxxxxxx X0X 1T
("Vibro-Tech")
AND:
DR. MILES PRICE, Businessman, having a place of business at 0000 Xxxxxx Xxxxx,
Xxxx Xxxxxxxxx, B. C. V7V IN3
("Price")
WHEREAS:
A. Vibro-Tech is engaged in the business of the design, manufacture, marketing
and sales of seismic rubber vibration bearings for use in the construction
industry;
B. Price has agreed to be a consultant for Vibro-Tech in charge on a
non-exclusive basis of the government qualification, marketing and sales of
seismic rubber vibration bearings in the Republic of Mexico on the terms and
conditions of this Agreement;
WITNESSES THAT the parties mutually covenant and agree as follows:
ARTICLE I APPOINTMENT AND DECLARATION
1.01 Vibro-Tech appoints and engages Price as a non-exclusive consultant to act
for and on behalf of Vibro-Tech in the Republic of Mexico and Price accepts such
appointment, on the terms and other conditions of this Agreement.1.02 As
consultant for Vibro-Tech, Price will be responsible for the qualification for
use with any governmental body of the seismic rubber isolation bearings, for
product development in Mexico, and for marketing, sales and management of
operations in Mexico under the direction from time to time of the president of
Vibro-Tech.
1.04 Price will work with, assist and in all ways cooperate with the Vibro-Tech
subsidiary Shantou Vibro-Tech Industrial and Development Co Ltd. in the design,
modification, patenting and any other activity connected with the development of
seismic rubber vibration bearings for use in the construction industry in
Mexico.
1.05 Price will ensure that all contracts are made between any person, firm or
corporation with Vibro-Tech.
ARTICLE II OBLIGATIONS OF PRICE
2.01 At and with the direction of, and in consultation, from time to time with,
the president of Vibro-Tech, Price:
(a) ensure any governmental registration or qualification necessary to be
obtained in Mexico to market and sell the seismic rubber isolation bearings of
Vibro-Tech is obtained;
(b) use his best efforts to present and recommend from
time to time a continuing and suitable business program consistent with the
business policies, objectives and restrictions of Vibro-Tech to establish and
expand the business of Vibro-Tech, and to present business opportunities of a
character consistent with the business program adopted by the president of
Vibro-Tech; and
(c) generally advise Vibro-Tech about any matter which Price considers relevant
or material in connection with the administration or business of Vibro-Tech in
Mexico.
2.02 Subject to direction from the president of Vibro-Tech, Price will select
such persons, firms or corporations as Price considers appropriate to provide
services required in connection with the operation of the business of
Vibro-Tech.
2.03 Price will forthwith provide Vibro-Tech with information concerning any
change in the business objectives, policies of, or restrictions on, the business
of Vibro-Tech in Mexico and with such further information concerning the affairs
of Vibro-Tech as the president may from time to time request.
ARTICLE III ADMINISTRATION OF THE BUSINESS OF VIBRO-TECH IN MEXICO
3.01 Price will, as consultant to Vibro-Tech, in consultation with the president
of Vibro-Tech:
a) determine the business plan and strategy of Vibro-Tech in Mexico from time to
time;
(b) retain qualified and appropriate legal, accounting and business advisers for
Vibro-Tech in Mexico as are required to maintain Vibro-Tech pursuant to
applicable law and to ensure that Vibro-Tech is able to comply with the laws of
Mexico; and
(c) provide to the board of directors of Vibro-Tech any information which the
members of such board may from time to time reasonably request in connection
with the day to day business operations of Vibro-Tech in Mexico and the
prospects of Vibro-Tech in Mexico.
ARTICLE IV STANDARD OF CARE
4.01 Price will exercise the powers and perform the duties assumed hereunder
honestly, in good faith and in the best interests of Vibro-Tech and its
Subsidiaries and will exercise the degree of care, diligence and skill that a
reasonably prudent person would exercise in comparable circumstances.
ARTICLE V COMPENSATION AND DISBURSEMENTS
5.01 Price will be reimbursed from time to time for disbursements reasonably
incurred with the approval of the president of Vibro-Tech in connection with
Price's activities in Mexico.
5.02 On receipt of payment by Vibro-Tech for the sale in Mexico of product of
Vibro-Tech or any if its subsidiaries, Vibro-Tech will pay to Price a commission
of between three and five per cent of the dollar amount sold, before taxes,
duties and other imposts, such percentage determined in each case by the
president of Vibro-Tech having due regard to all of the circumstances.
5.03 Vibro-Tech grants to, and vests in, Price an option to purchase 30,000
shares of Vibro-Tech on or before the earlier of six months after the
termination of this Agreement or June 30, 2003 for US$0.15 per share and will
execute and deliver a form of agreement acceptable to Price evidencing the grant
of such share purchase option.
5.04 Vibro-Tech may from time to time engage such other persons, firms or
corporations as it wishes to do such things as Vibro-Tech might direct in Mexico
without affecting the validity of this Agreement.
ARTICLE VI OTHER ACTIVITIES OF PRICE
6.01 Price may have such other business interests and may engage in such other
activities he might wish from time to time, but will not engage in a business,
proprietorship, partnership, or other enterprise, or invest in a business,
proprietorship, partnership, or other enterprise, similar to, or in competition
with, those relating to the activities to be performed for Vibro-Tech in
Mexico.
ARTICLE VII RELATIONSHIP OF PARTIES
7.01 Price will perform his duties as an independent contractor and none of
Vibro-Tech, its subsidiaries, their respective directors, officers or employees
is for the purposes of this Agreement employees or agents of, or co-venturers
with, Price and nothing in this Agreement will be construed so as to make them
employees, agents or co-venturers of Price or to impose any liability on Price
as an employer, principal or co- venturer.
7.02 Vibro-Tech will bear the sole and complete responsibility and liability for
the employment, conduct and control of its employees, agents and contractors and
for the injury of such persons or injury to others through the actions or
omissions of such persons.
ARTICLE VIII INDEMNITY
8.01 Vibro-Tech will indemnify and save harmless Price for any loss (other than
loss of profits), liability, claim, damages or expense, including the reasonable
cost of investigating, settling or defending any alleged loss, liability ,
claim, damages or expense and reasonable counsel fees incurred in connection
therewith, incurred as a result of or in connection with the execution of his
duties under this Agreement or otherwise in respect of the affairs of Vibro-Tech
if Price has exercised his powers and performed his duties in accordance with
the standard of care stipulated in Article IV.
ARTICLE IX TERM AND TERMINATION
9.01 This Agreement will be effective on October 31, 1999 and will continue in
force until December 31, 2003.
9.02 After December 31, 2003, this Agreement will be automatically renewed for
an additional term of one year on the terms and other conditions of this
Agreement, including this condition.
9.03 This Agreement may be terminated by Price on not less than 90 days' written
notice to Vibro-Tech in the event of:
(a) the commission by Vibro-Tech of any material fraudulent act in
performing any of its obligations or any material deliberate
misrepresentation to Price; or
(b) the malfeasance of misfeasance of any of Vibro-Tech in the performance
of its duties.
9.04 This Agreement may be terminated by Vibro-Tech on not less than 30 days'
written notice to Price in the event of:
(a) the commission by Price of any material fraudulent act in performing
any of his obligations or any material deliberate misrepresentation to
Vibro-Tech or to its respective directors, officers or shareholders;
(b) failure of Price to perform his duties and discharge its obligations;
or
(c) the malfeasance of misfeasance of Price in the performance of his
duties.
9.05 The Agreement will terminate forthwith with respect to Price if he becomes
or acknowledges that he is insolvent or makes a voluntary assignment or proposal
under any bankruptcy laws or applicable legislation or if a bankruptcy petition
is filed or presented against Price.
9.06 From and after the effective date of termination of this agreement, Price
will not be entitled to compensation for any further services but will be paid
all compensation accruing to such date.
9.09 Upon the termination of this agreement, Price will:
(a) pay over to Vibro-Tech all moneys which may be held by Price for the account
of Vibro-Tech pursuant to this Agreement after deducting any accrued
compensation to which Price is then entitled;
(b) deliver to Vibro-Tech a full accounting, including a statement of all moneys
collected by Price, a statement of all moneys held by Price, and a statement of
all moneys paid by Price, covering the period following the date of the last
accounting furnished to Vibro-Tech; and
(c) deliver to and, where applicable, transfer into the name of Vibro-Tech ( or
as it may direct in writing ) all property and documents of Vibro-Tech held in
the name or custody of Price and all information held in whatever form relating
to the dealings of Price with persons, firms, corporations or governmental
bodies in Mexico.
9.07 Upon termination of this Agreement, Vibro-Tech will assume all contracts
and obligations entered into or undertaken by Price (other than with any
affiliate of Price) within the scope of its authority and indemnify Price
against any liability by reason of anything done or required to be done under
any such contract or obligation after the date of termination of this Agreement.
ARTICLE X NOTICE
10.01 Any notice to be given by any party to any other party will be deemed to
be given when in writing and delivered or communicated by pre-paid mail,
telecopier or email on any business day to the address for notice of the
intended recipient.
10.02 The address for notice of each of the parties will, until changed, be:
(a) Price:
Dr. Miles Price
0000 Xxxxxx Xxxxx
Xxxx Xxxxxxxxx, B. C. V7V IN3
Fax: 000-000-0000
Email: xxxxxxxxxx@xxx.xxx
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(b) Vibro-Tech
Vibro-Tech Industries, Inc.
201-11240 Bridgeport Road
Richmond, B.C. V6X IT2
Attention: Xx. Xxxxxxx Xxxx, Chairman and Xx. Xxxx Xxxxx, President
Fax: 000-000-0000
Email: xxxxxxx@xxxxx-xxxx.xxx
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10.03 A party may by notice to the other party change its address for notice to
some other address and shall so change its address for notice whenever the
existing address for notice ceases to be adequate for delivery by hand or
communication by telex or telecopier.
ARTICLE X1 GOVERNING LAW
11.01 This agreement will be governed by and construed in accordance with the
laws of British Columbia and any proceeding commenced or maintained in respect
of this Agreement will be so commenced or maintained in the court of appropriate
jurisdiction in the County of Vancouver to which jurisdiction the parties
irrevocable attorn..
ARTICLE XII ENTIRE AGREEMENT
12.01 The provisions of this Agreement and the share purchase option agreement
to be entered into by the parties constitute the entire agreements between the
parties and supersede all previous communications, representations and
agreements, whether verbal or written, between the parties with respect to the
subject matter hereof.
ARTICLE XIII ASSIGNMENT
13.01 This agreement may not be assigned in whole or in part by any party
without the written consent of the other party, which consent may be
unreasonably withheld.
IN WITNESS WHEREOF this Agreement has been executed by the parties hereto on the
day and year first above written.
VIBRO-TECH INDUSTRIES, INC.
By: /s/ Xxxx XxxXxxxxx
Xxxx XxxXxxxxx, Secretary
/s/ Dr. Miles Price
DR. MILES PRICE
