Exhibit 10.4
CONSULTING AGREEMENT
THIS AGREEMENT is made effective this 30th day of June, 2002.
BETWEEN:
MIDNET INC, a body incorporated under the laws of the State of Nevada,
USA, having its head office at 0000 Xxxxxxxxx Xxxxx, Xxxxx 000 Xxxx,
Xxxxxx 00000
(hereinafter called the "Company")
OF THE FIRST PART
AND:
XXX XXXXX (AKA HUB CONSULTING SERVICES), Executive, of - 0000 Xxxxx
Xx. Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(hereinafter called the "Consultant")
OF THE SECOND PART
WHEREAS:
A. The Consultant is a business executive and strategic planner;
B. The Company is desirous of retaining the services of the Consultant, and
the Consultant has agreed to serve the Company as an independent Consultant
upon the terms and conditions hereinafter set forth;
FOR VALUABLE CONSIDERATION it is hereby agreed as follows:
SECTION 1 - SERVICES
1.01 Subject to sections 2, 3 and 10 hereof and to the control and
direction of the Board of Directors of the Company, the Company
hereby retains the Consultant to provide management consulting
services (the "Services") to the Company, and the Consultant
covenants and agrees to provide the "Services" to the Company.
1.02 The Consultant shall use the Consultant's best efforts, working
time, attention and ability in the performance of the Services.
Furthermore, the Consultant agrees that he shall not provide
Services to any other competitive third party during the term of
this Agreement.
1.03 During the Term, the Consultant shall provide the "Services" to
the Company in a timely manner.
SECTION 2 - TERM OF CONTRACT
2.01 The term of this Agreement (the "Term") shall commence April 1,
2002 and will be ongoing until severed by mutual agreement, or
terminated as set out in section 5.
SECTION 3 - COMPENSATION
3.01 During the term of this Agreement, MidNet shall pay, on a timely
basis, the Consultant a fee (the "Fee") of $5,000.00 US per month
against invoices for services provided to the Company and
performed by the Consultant during the respective calendar month.
The Consultant accepts the amount specified as payment in full for
all services to be provided by the Consultant and Consultant's
employees.
3.02 On behalf of the Consultant and the Consultant's employees, the
Consultant hereby waives any claim for step-up fees, bonus,
benefits [eg. dental, medical, disability, life insurance, company
pension], vacation pay, holiday pay or other additional
remuneration or compensation whatsoever, except as otherwise
agreed to from time to time.
3.03 The Consultant shall invoice MidNet on a monthly basis in advance
for services rendered.
3.04 The Consultant shall be reimbursed, on a timely basis, for all
out-of-pocket expenses actually and properly incurred by him in
connection with his provision of "Services" hereunder. For all
such expenses the Consultant shall furnish to the Company
statements and vouchers as and when required and will xxxx the
Company at cost at the end of each month.
3.05 The Consultant shall be responsible for the payment of his own
taxes on income and other remittances as shall be required by any
governmental entity with respect to the "Fee" and/or expenses paid
by the Company to or on behalf of the Consultant.
3.06 The Consultant shall indemnify and hold MidNet Inc. harmless from
and against any and all taxes, interest, penalties, claims,
liabilities, damages or expenses incurred directly or indirectly
by MidNet Inc. and arising from or with respect to any failure by
MidNet Inc. to withhold income taxes and / or any other legally
required deductions from any amounts paid to or in respect of the
Consultant or the Consultant's employees
SECTION 4 - INTELLECTUAL PROPERTY / CONFIDENTIALITY
4.01 The Consultant shall not, either during the Term or at any time
reasonable thereafter, disclose the private affairs of the
Company, or any secrets of the Company to any person other than
the Directors of the Company and shall not (either during the Term
or at any reasonable time thereafter) use for the Consultant's own
purposes, or for any purpose other than those of the Company, any
information the Consultant may acquire in relation to the business
and affairs of the Company.
4.02 The Consultant shall well and faithfully serve the Company during
the Term and, subject to section 10.01 hereof, use his best
efforts to promote the interests of the Company.
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SECTION 5 - TERMINATION
5.01 This Agreement may be terminated by the Consultant at any time on
thirty (30) days' prior written notice and by the Company on
thirty (30) days prior written notice.
5.02 After notice, the Company at its option, may waive the requirement
that the Consultant continue to provide the Services during the
applicable notice period or the Consultant, at his option, may
discontinue providing the Services during the applicable notice
period; but, in any event, the Company shall continue to pay the
Fee during the applicable notice period. Thereafter,
notwithstanding the options granted in Appendix `A' attached,
neither the Consultant nor the Company shall have any further
obligations hereunder.
5.03 In the event this Agreement is terminated by reason of default on
the part of the Consultant, then at the request of the Board of
Directors of the Company, the Consultant shall forthwith resign
any position or office, which he then holds with the Company.
SECTION 6 - ASSIGNMENT
6.01 The services to be performed by the Consultant pursuant hereto are
personal in character, and except that the Consultant shall be at
liberty to assign this Agreement, with notice, to a company
controlled by him, neither this Agreement nor any rights or
benefits arising hereunder are assignable by the Consultant
without the previous written consent of the Company.
6.02 The provisions of this Agreement shall enure to the benefit of and
be binding upon the Consultant, the Company and their respective
successors and assigns. For this purpose, the terms "successors"
and "assigns" shall include any person, firm or corporation or
other entity, which at any time, whether by merger, purchase or
otherwise, shall acquire all or substantially all of the assets or
business of the Consultant or the Company, as the case may be.
SECTION 7 - NOTICE
7.01 Any notice in writing required or permitted to be given to the
Consultant hereunder shall be sufficiently given if delivered or
faxed to the Consultant or mailed by registered mail, postage
prepaid, addressed to the Consultant at his address as shown on
page 1 hereof. Any such notice mailed in Canada as aforesaid shall
be deemed to have been received by the Consultant on the third
business day following the date of mailing. Any notice in writing
required or permitted to be given to the Company hereunder shall
be sufficiently given if delivered or faxed to the Company or
mailed by registered mail, postage prepaid, addressed to the
Company at its address as shown on page 1 hereof. Any such notice
mailed in Canada as aforesaid shall be deemed to have been
received by the Company on the third business day following the
date of mailing. Any such address for the giving of notices
hereunder may be changed by notice in writing given hereunder.
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SECTION 8 - INDEMNIFICATION
8.01 MidNet shall indemnify, defend and hold harmless the Consultant
and its employees against any and all claims, demands, suits,
judgments, expenses incurred therein, attorneys' fees, damages and
obligations arising out of the performance of the Consultant and
its employees under this Agreement.
SECTION 9 - GOVERNING LAW
9.01 This Agreement shall be construed and enforced in accordance with,
and the rights of the parties shall be governed by, the laws of
the State of Nevada and the parties hereby irrevocably attorn to
the jurisdiction of the courts of such State for this purpose.
SECTION 10 - COMPLETE AGREEMENT
10.01 If any provision, word or clause of this Agreement shall be held
to be illegal, invalid or unenforceable for any reason, such
illegality, invalidity or unenforceability shall not affect the
remaining provisions of this Agreement which shall be fully
severable, and this Agreement shall be construed and enforced
without regard to such illegal, invalid or unenforceable
provision. This Agreement and Appendix `A' attached constitute the
entire agreement between the parties hereto in respect of the
subject matter hereof and hereby supersedes any other such oral or
written agreements between the parties.
IN WITNESS WHEREOF this Agreement has been executed as of the day, month
and year first above written.
MIDNET INC.
Per:
/s/ Xxxxx Xxxxxxxx
-------------------------------
Authorized Signatory
Xxxxx Xxxxxxxx President/CEO
-------------------------------
Print Name and Title
HUB CONSULTING SERVICES, WITNESS: /s/ C. N. Staples
A division of Sportraits International -----------------------
Galleries Inc. Signature
Per:
C. N. Staples
/s/ Xxx Xxxxx -------------------------------
------------------------------- Print Name
Authorized Signature
315-3495 Cambie
Vancouver V52 4R3
Xxx Xxxxx, President -------------------------------
------------------------------- Address
Print Name and Title
Consultant
-------------------------------
Occupation
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