AMENDED MANAGEMENT CONSULTING CONTRACT
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THIS AGREEMENT is made as of the 10th day of September, 1999.
BETWEEN:
XXXXX XXXXXXX, of 0000 Xxxxx Xxxx, Xxxx 000,
Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Mailing Address: 23 - 0000 Xxxx 0xx Xxx.,
Xxxxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Principal")
OF THE FIRST PART
AND:
ON LINE DESIGN LTD., of 0000 Xxxxx Xxxx, Xxxx
000, Xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
Mailing Address: 23 - 0000 Xxxx 0xx Xxx.,
Xxxxxxxxx
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
(the "Consultant")
OF THE SECOND PART
AND:
WORLDBID CORPORATION a company incorporated
pursuant to the laws of the State of Nevada
("WorldBid")
OF THE THIRD PART
WHEREAS:
A. WorldBid, Databoat International Limited ("Databoat") and
Xxxxxxx entered into an acquisition agreement dated as of February
2, 1999 (the "Acquisition Agreement") whereby WorldBid acquired the
"XxxxxXxx.Xxx" internet business of Databoat (the "Business").
B. WorldBid, On Line and Xxxxxxx entered into a management
consulting agreement (the "Original Management Consulting
Agreement") on February 15, 1999, the
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date of the closing of the acquisition by WorldBid of the Business
from Databoat pursuant to the Acquisition Agreement.
C. Databoat, WorldBid, On Line and Xxxxxxx have entered into
an agreement dated September 10, 1999 whereby WorldBid, On Line and
Xxxxxxx have agreed to execute this Amended Management Consulting
Agreement to replace and supercede the Original Management
Consulting Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
mutual covenants herein contained, the parties hereto agree as
follows:
1. TERMINATION OF ORIGINAL MANAGEMENT CONSULTING AGREEMENT
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The parties agree that the Original Management Agreement is hereby
terminated and of no further force and effect.
2. ENGAGEMENT
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2.1 Appointment: WorldBid hereby contracts for the services
of the Consultant and Consultant hereby agrees with WorldBid to
perform services for WorldBid in accordance with the terms and
conditions of this Agreement. Xxxxxxx agrees to act as an employee
of the Consultant in order to enable the Consultant to provide the
services. The Consultant shall not use the services of any other
party to provide the services.
2.2 Scope of Duties: The Consultant agrees to perform the
following responsibilities and duties to WorldBid to be provided by
the Consultant to WorldBid as consulting services (the "Consultant
Services"):
(a) the Consultant will manage the "XxxxxXxx.xxx" internet
business acquired by WorldBid pursuant to the Acquisition
Agreement (the "Business"), provided that the Consultant
acknowledges that meeting with and making presentations to
potential investors of the Company is included with the
scope of management of the Business;
(b) the Consultant will report directly to board of directors
of WorldBid;
(c) On February 15, 2000, Xxxxxxx agrees to assume the duties
of Chairman of the Company's board of directors.
WorldBid acknowledges and agrees that the Consultant will devote a
majority of the business time of Xxxxx Xxxxxxx as required for the
provision of the Consulting Services.
2.3 Best Efforts: The Consultant shall at all times use its
best efforts to advance the Business, and shall faithfully,
industriously, and to the best of its abilities, perform the
responsibilities and duties described above.
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2.4 Covenants and Restrictions: The Consultant covenants and
agrees with WorldBid that the Consultant will not engage in any
activities which would bring WorldBid's reputation into disrepute.
2.5 Independent Contractors: The Consultant and Xxxxxxx will
at all times be independent contractors and shall not at any time be
or be deemed to be an employee of WorldBid .
3. TERM
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3.1 Initial Term: The initial term of this Agreement shall
commence on the date of this Agreement and expire on February 15,
2001, subject to earlier termination as hereinafter provided.
3.2 Renewal: This Agreement may be renewed for further terms
of such duration and upon such terms and conditions as the
Consultant, Xxxxxxx and WorldBid may mutually agree upon in writing.
4. PAYMENT FOR CONSULTING SERVICES
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4.1 WorldBid shall pay to the Consultant a consultant fee in
consideration for Consulting Services (the "Consultant Fee")
determined as follows:
(1) during the period from the date of this Agreement to
February 15, 2000, the Consultant Fee will equal $5,000
USD per month;
(2) during the period from the February 15, 2000 to February
15, 2001, the Consultant Fee will equal $7,500 USD per
month.
4.2 The Consulting Fee shall be payable by WorldBid to the
Consultant on the last business day of each month during the term of
this Agreement.
4.3 Federal Goods and Services Tax on the Consulting Fee shall
be payable by WorldBid in addition to Consulting Fee, if required by
law.
4.4 The Consultant shall deliver to WorldBid at the end of
each month, a report detailing all activities and services provided
to WorldBid for that month, if requested by WorldBid. WorldBid will
report to the Consultant, as requested by the Consultant, on the
status of all financing activities being carried out by WorldBid for
the funding of the Business.
4.5 WorldBid will pay to the Consultant, in addition to the
Consultant Fee, the reasonable travel and promotional expenses and
other specific expenses incurred by the Consultant.
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5. STOCK OPTIONS
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5.1 The Consultant may be granted, subject to the approval of
the Corporation's board of directors, incentive stock options to
purchase shares of the Corporation's common stock in such amounts
and at such times as the Board of Directors of the Corporation, in
their absolute discretion, may from time to time determine. Such
options will be in an amount and of a nature similar to those
granted by the Corporation to its other directors and senior
officers, with adjustment for the merit and performance of the
Consultant.
6. CONFIDENTIALITY
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6.1 Confidential Information and Non-Disclosure. Each of the
Consultant and Xxxxxxx acknowledges and agrees with WorldBid that
all information connected with WorldBid's technology and business,
including without limitation, all information, computer code, data,
inventions, improvements, modifications, developments, technical
manuals, or process-flow manuals, customer information and pricing
information is confidential, and each of the Consultant and Xxxxxxx
covenants and agrees with WorldBid to use his best efforts to ensure
that such information does not become public knowledge and
undertakes not to disclose such information or any part thereof to
any other person except as may be necessary to carry out his rights
and obligations under this Agreement. In event of termination,
obligations with respect to confidential information and non-
disclosure with respect to the operation of the Business will
terminate but the obligations with respect to confidential
information and non-disclosure will continue with respect to the
business and corporate affairs of the Company.
7. ASSIGNMENT OF INVENTIONS
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7.1 Any and all inventions, discoveries, knowledge,
information, developments and improvements made or conceived by the
Consultant or Xxxxxxx in the course of management or development of
the Business during the term of this Agreement shall be the sole and
exclusive property of WorldBid, and the Consultant and Xxxxxxx will,
whenever requested by WorldBid, execute any and all applications,
assignments and other instruments which WorldBid shall deem
necessary in order to assign and convey to WorldBid the sole and
exclusive right, title and interest in and to the inventions,
discoveries, knowledge and information, developments or
improvements. The obligations referred to in this paragraph shall
continue beyond the termination of this Agreement.
8. TERMINATION
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8.1 Termination by WorldBid for Default: WorldBid may
terminate this Agreement at any time in the event of any breach of
any material term of this Agreement, provided that written notice of
default has been delivered to the Consultant and the Consultant has
failed to remedy the default within seven days of the date of
delivery of notice of default. The
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failure of the Consultant to provide the services of Xxxxxxx to
perform the Consulting Services will constitute a breach of a
material term of this Agreement.
8.2 Termination by the Consultant for Default: The Consultant
may terminate this Agreement at any time in the event of any breach
of any material term of this Agreement by WorldBid, provided that
written notice of default has been delivered to WorldBid and
WorldBid has failed to remedy the default within seven days of the
date of delivery of notice of default.
9. INDEMNIFICATION AND INSURANCE
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9.1 The Corporation shall indemnify the Consultant against all
charges, costs and expenses, including an amount paid to settle an
action or satisfy a debt in civil, criminal or administrative action
or proceeding to which he is made a party by reason of having been a
director, officer, employee or consultant of the Corporation
provided the Consultant acted honestly and in good faith in the
interests of the Corporation or, in the case of a criminal or
administrative action or proceeding, he had reasonable ground for
believing his conduct was lawful.
9.2 The Corporation will use reasonable commercial efforts
purchase and maintain insurance for the benefit of the Consultant
against any liability incurred by the Consultant as a result of the
fulfilment by the Consultant of his obligations under this
Agreement, provided the Consultant has acted honestly and in good
faith in the interests of the Corporation or, in the case of a
criminal or administrative action or proceeding, he had reasonable
grounds for believing his conduct was lawful.
10. OTHER PROVISIONS
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10.1 Governing Law: This Agreement shall be governed by and
construed in accordance with the laws of the Province of British
Columbia. Any dispute or claim arising hereunder shall be settled
by arbitration. Any party may commence arbitration by sending a
written notice of arbitration to the other party. The notice will
state the dispute with particularity. The arbitration hearing shall
be commenced thirty (30) days following the date of delivery of
notice of arbitration by one party to the other, by the American
Arbitration Association ("AAA") as arbitrator. The arbitration
shall be conducted in Seattle, Washington in accordance with the
commercial arbitration rules promulgated by AAA, and each party
shall retain the right to cross-examine the opposing party's
witnesses, either through legal counsel, expert witnesses or both.
The decision of the arbitrator shall be final, binding and
conclusive on all parties (without any right of appeal therefrom)
and shall not be subject to judicial review. As part of his
decision, the arbitrator may allocate the cost of arbitration,
including fees of attorneys and experts, as he or she deems fair and
equitable in light of all relevant circumstances. Judgment on the
award rendered by the arbitrator may be entered in any court of
competent jurisdiction.
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10.2 Notice: Any notice required or permitted to be given
under this Agreement shall be in writing and may be delivered
personally, or by prepaid registered post or by courier addressed to
the parties at the above-mentioned addresses or at such other
address of which notice may be given by either of such parties.
10.3 Personal Nature: This Agreement is a contract for
services and may not be assigned in whole or in part by the
Consultant.
10.4 Amendments: This Agreement constitutes the entire
agreement between the parties and may only be amended in writing.
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10.5 Severability. In the event that any term of this Agreement
that is held to be unlawful or unenforceable, such term is
severable, and the remaining terms of the Agreement remain in force
and effect.
IN WITNESS WHEREOF the parties have executed this Agreement as of
the day first above written.
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXXX
in the presence of:
\s\ Xxxxx Xxxxxxx \s\ Xxxxx Xxxxxxx
__________________________________ __________________________
Signature XXXXX XXXXXXX
Xxxxx Xxxxxxx
__________________________________
Name
122 - 0000 Xxxxx Xx. Xxxxxxxx
__________________________________
Address
WORLDBID CORPORATION
by its authorized signatory:
\s\ Xxxxx Xxxxxxxx
________________________________
Xxxxx Xxxxxxxx, President
ON LINE DESIGNS LTD.
by its authorized signatory:
\s\ Xxxxx Xxxxxxx
________________________________
Authorized Signatory
