ENGAGEMENT AGREEMENT
THIS
AGREEMENT
made as
of the 1st
day
of
September, 2004
BETWEEN:
THE
TRADESHOW MARKETING COMPANY LTD.,
a
public Nevada corporation having an office located at
_____________________(the
"Company")
OF
THE FIRST PART
AND:
XXXXXX-XXX
XXXX,
a
businessperson of
___________________________________________________________________________(the
"Officer")
OF
THE SECOND PART
WHEREAS:
A. The
Company is a publicly traded company.
B. The
Company wishes to engage the Officer on the terms and conditions of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the material promises and conditions contained in this
Agreement, the Company and the Officer agree as follows:
1. Engagement
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The
Company hereby engages the Officer and the Officer hereby accepts
the
engagement upon the terms and conditions hereinafter set
forth.
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2.
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Period
of Engagement
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Subject
to the provisions for termination as hereinafter provided, the term
of the
engagement shall be for an initial period of one year commencing
on
September 1, 2005 and shall automatically renew thereafter for one
(1)
year periods with the mutual agreement of the parties (the "Period
of Engagement"),
unless the Company or the Officer gives the other party 60 days written
notice of non-renewal, in which case this Agreement will
terminate.
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3.
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Services
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The
Officer agrees to serve in the position and carry out the duties
and
responsibilities described in Schedule "A" and perform such other
services as may be designated from time to time by the
Company.
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4.
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Compensation
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| (a) |
Fee
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For
all services rendered by the Consultant under this Agreement, the
Company
shall pay the Consultant, a one-time base fee of 100,000 shares issued
September 1, 2004 from treasury of the
Company.
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(b)
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Incentives/Bonuses
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In addition to the fee set forth
above,
the Officer shall be compensated from time to time for the raising
of
capital for the Company, the introduction of private placees to the
Company, or any such other event that encourages investment in and/or
improves the operability of the Company.
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(c)
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Expenses
Reimbursement
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The
Company will reimburse the Officer for the costs of all travel to meetings
where
attendance has been specifically requested by the Company.
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5.
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Benefits
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If
the Officer becomes eligible therefor, the Company shall provide
the
Officer with the right to participate in and to receive benefits
from all
insurance and all similar benefits made available generally to employees
of the Company, as determined by the Board of Officers of the Company.
Notwithstanding the foregoing provisions of this section, the amount
and
extent of any benefits to which the Officer may be entitled shall
be
governed by the provisions of any employee benefit plans adopted
by the
Company, as amended from time to
time.
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6.
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Termination
of Engagement
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| (a) |
Termination
by the Company
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The
Company may at any time during the Period of Engagement terminate this Agreement
for cause, without notice and without liability for any claim, action or demand
upon the happening of one or more of the following events:
| (i) |
if
the Officer, fails or refuses, repeatedly, to comply in any material
respect with the reasonable policies, standards or regulations of
the
Company established from time to time in writing and in accordance
with
this Agreement;
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| (ii) |
if
the Officer fails to perform in any material respect his duties determined
by the Company in accordance with this Agreement and consistent with
the
customary duties of the Officer’s
engagement;
|
| (iii) |
if
the Officer conducts himself in a wilfully dishonest, or an unethical
or
fraudulent manner that materially discredits the Company or is materially
detrimental to the reputation, character or standing of the Company;
or
|
| (iv) |
if
the Officer conducts any unlawful or criminal activity, which activity
materially discredits the Company or is materially detrimental to
the
reputation, character or standing of the
Company.
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Notwithstanding
the above, the Company may at any time during the Period of Engagement terminate
this Agreement by paying to the Officer a lump sum amount equal to three month’s
fee, and by providing to the Officer the amount of any performance bonus to
which the Officer would have been entitled or becomes entitled to pursuant
to
Section 4(b) above.
(b) Termination
by the Officer
The
Officer may terminate this Agreement at any time by providing 60 days written
notice to the Company and any fee or performance bonus to which the Officer
would have been entitled or becomes entitled to pursuant to Section 4(b) above
will cease on the date of termination.
7. Property
of the Company
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The
Officer hereby acknowledges and agrees that all personal property,
including without limitation, all books, manuals, records, reports,
notes,
contracts, lists, and other documents, proprietary information (as
defined
below), copies of any of the foregoing, and equipment furnished to
or
prepared by the Officer in the course of or incidental to his engagement,
including, without limitation, records and any other materials pertaining
to the Company or its business, belonging to the Company shall be
promptly
returned to the Company upon termination of the Period of
Engagement.
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8. Proprietary
Information and Non-Competition
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(a)
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Proprietary
Information
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"Proprietary
Information"
means information about the Company disclosed to the Officer, known
by the
Officer or developed by the Officer, alone or with others, in connection
with his engagement by the Company, which is not generally known
to the
industry in which the Company is or may become engaged about the
Company's
products, processes, and services, including but not limited to,
information relating to customers, sources of supply, personnel,
sources
or methods of financing, marketing, pricing, merchandising, interest
rates, or sales.
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(b)
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Non-Disclosure
of Proprietary Information
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The
Officer acknowledges that all Proprietary Information is received
or
developed by him in confidence and is the property of the Company.
During
the period of engagement and thereafter, the Officer will not, directly
or
indirectly, except as required by the normal business of the Company
or
expressly consented to in writing by the
Company:
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(i)
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disclose,
publish or make available, other than to an authorized employee,
officer,
or Officer of the Company, any Proprietary
Information;
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(ii)
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sell,
transfer or otherwise use or exploit any Proprietary
Information;
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(iii)
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permit
the sale, transfer, or use or exploitation of any Proprietary Information
by any third party; or
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(iv)
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retain
upon termination or expiration of the Period of Engagement any Proprietary
Information, any copies thereof or any other tangible or retrievable
materials containing or constituting Proprietary
Information.
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(c)
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Disclosure
of Proprietary Information
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If,
at any time, the Officer becomes aware of any unauthorized access,
use,
possession or knowledge of any Proprietary Information, the Officer
shall
immediately notify the Company. The Officer shall provide all reasonable
assistance to the Company to protect the confidentiality of any such
Proprietary Information that the Officer may have directly or indirectly
disclosed, published or made available to third parties in breach
of this
Agreement, including, but not limited to, reimbursement for any and
all
solicitor's fees that the Company may incur to protect its rights
therein.
The Officer shall take all reasonable steps requested by the Company
to
prevent the recurrence of such unauthorized access, use, possession
or
knowledge.
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(d)
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Interference
with Business
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During
the Period of Engagement, the Officer shall devote sufficient time,
ability and attention to the business of the Company. During the
Period of
Engagement, the Officer shall not, directly or indirectly, compete
or
assist any third party in competing with the Company. Following the
Period
of Engagement, the Officer shall
not:
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(i)
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employ
any Proprietary Information for himself or in the service of others
or
interfere with the Company's relationship with its clients, purchasers
or
suppliers;
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(ii)
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use
Proprietary Information to solicit business for himself or in the
service
of others from clients, suppliers or purchasers of the
Company;
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(iii)
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in
any way breach the confidence that the Company has placed in the
Officer;
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(iv)
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misappropriate
any Proprietary Information; or
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(v)
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breach
any of the provisions of this
section.
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(e) Non-Competition
by the Officer
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During
the Period of Engagement and for a term of one (1) year following
the
termination of engagement, however terminated, the Officer shall
not,
within the United States, excluding the State of
Hawaii:
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(i)
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enter
into or engage in any business which reasonably may detract from,
compete
with, or conflict with the business of the Company;
or
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(ii)
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solicit
customers, business, patronage, or orders for, or sell, any service
in
competition with, or for any business which competes with the Company's
business; or
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| (iii) |
promote
or assist, financially or otherwise, any person, firm, association
or
corporation engaged in any business which competes with the Company's
business; or
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| (iv) |
take
his own company or business public during the term of this engagement.
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directly
or indirectly, whether as an individual on his own account, or as
a
partner, joint venturer, employee, agent, salesman, consultant, officer
and/or Officer of any person, firm or corporation, or as a stockholder
of
any corporation in which the Officer or his spouse, child or parent
own,
directly or indirectly, more than 10% of the outstanding
stock.
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(e) Non-Competition
by the Company
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During
the Period of Engagement and for a term of one (1) year following
the
termination of engagement, however terminated, the Company shall
not,
within the State of Hawaii:
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(i)
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enter
into or engage in any business which reasonably may detract from,
compete
with, or conflict with the business of the Officer’s business;
or
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(ii)
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solicit
customers, business, patronage, or orders for, or sell, any service
in
competition with, or for any business which competes with the Officer's
business; or
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| (v) |
promote
or assist, financially or otherwise, any person, firm, association
or
corporation engaged in any business which competes with the Officer's
business.
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9. Assignment,
Successors and Assigns
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The
Officer agrees that he will not assign, transfer or otherwise dispose
of
any rights or obligations under this Agreement. Any such purported
assignment or transfer shall be null and void. Nothing in this Agreement
shall prevent the consolidation of the Company with, or its merger
into,
any other corporation, or the sale by the Company of all or substantially
all of its properties or assets, or the assignment by the Company
of this
agreement and the performance of its obligations hereunder to any
successor in interest or any affiliated company. Subject to the foregoing,
this Agreement shall be binding upon and shall enure to the benefit
of the
parties and their respective heirs, legal representatives, successors,
and
permitted assigns, and shall not benefit any person or entity other
than
those enumerated above.
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10. General
Provisions
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(a)
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Any
notices to be given hereunder by either party to the other shall
be in
writing and may be transmitted by personal delivery or by mail, registered
or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the address appearing
in the
introductory section of this Agreement, but each party may change
that
address by written notice in accordance with this section. Notice
delivered personally shall be deemed communicated as of the date
of actual
receipt; mailed notices shall be deemed communicated two days after
the
date of mailing.
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(b)
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This
Agreement supersedes any and all other agreements, either oral or
in
writing, between the parties hereto with respect to the engagement
of the
Officer by the Company, and contains all of the covenants and agreements
between the parties with respect to that engagement in any manner
whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf
of any
party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid
or
binding on either party.
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(c)
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The
parties hereto agree and warrant to use best efforts, due diligence,
and
to maintain full disclosure of all matters of the business and conduct
of
the parties in respect to this
Agreement.
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(d)
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The
parties hereunto agree and acknowledge that they have each sought
separate
counsel because the effects of this Agreement are material to their
fortunes, and the consequences of this Agreement are onerous, far
reaching
and engage serious obligations.
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(e)
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Any
modification of this Agreement will be effective only if it is in
writing
and signed by the party to be bound
thereby.
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(f)
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The
failure of either party to insist on strict compliance with any of
the
terms, covenants, or conditions of this Agreement by other party
shall not
be deemed a waiver of that term, covenant or condition, nor shall
any
waiver or relinquishment of any right or power at any one time or
times be
deemed a waiver or relinquishment of that right to power for all
or any
other times.
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(g)
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If
any provision to this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
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(h)
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This
Agreement shall be governed by and construed in accordance with the
laws
and courts of the Province of British
Columbia.
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(i)
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The
parties hereto agree to execute and to cause to be effected such
additional documents or matters as shall be required to fully and
effectually achieve the intent hereof and to achieve matters collateral
hereto including, but not limited to necessary corporate resolutions,
necessary regulatory filings, specific management agreements, or
such
other matters required between the parties that are necessary to
effect
the intent of this Agreement and matters
collateral.
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IN
WITNESS WHEREOF
the
parties have duly executed this Agreement as of the date first written
above.
| THE CORPORATE SEAL of | ) | |
| THE TRADESHOW MARKETING | ) | |
| COMPANY LTD. | ) | |
| was hereunto affixed in the presence | ) | |
| of its duly authorized signatory: | ) | |
| ________________________________ | ) | |
| Authorized Signatory | ) | |
| SIGNED, SEALED AND DELIVERED by | ) | |
| XXXXXX-XXX XXXX in the presence of | ) | ___________________________________ |
| _____________________________ | ) | XXXXXX-XXX XXXX |
| Witness Signature | ) | |
