EXHIBIT 10.16
CONSULTING SERVICES AGREEMENT
BETWEEN:
WANI CAPITAL CORP., a Corporation incorporated under the laws
of the Province of Alberta and carrying on the business of
consulting in the City of Calgary, in the Province of Alberta
(the "Consultant")
OF THE FIRST PART
AND
INDUSTRIALEX MANUFACTURING CORP., a Corporation continued
under the laws of the State of Colorado, U.S.A., listed on the
Canadian Venture Exchange and carrying on the business of
industrial finishing in the State of Colorado ("the Client")
OF THE SECOND PART
WHEREAS:
A. the Client carries on the business of industrial finishing in the State
of Colorado and elsewhere.
B. the Consultant has access to certain expertise in the areas of public
companies, corporate finance and investor relations which can assist
the Client.
C. the Client wishes to engage the services of the Consultant for this
purpose and the Consultant wishes to be retained by the Client to
provide services in accordance with the terms of this Agreement.
D. the Consultant is at arms length with the Client.
NOW THEREFORE THIS AGREEMENT WITNESSES that for and in
consideration of the premises, covenants and agreements herein set forth, the
parties hereto agree as follows:
DEFINITIONS
1. In this agreement
(a) "Consulting Services" means any work and associated services
performed by any agents or employees of the Consultant,
including but not limited to services related to the public
company, corporate finance and investor relations needs of the
client.
(b) "Effective Date" means February 01, 2002;
(c) "ETA" means the Excise Tax Act (Canada), as amended from time
to time.
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SERVICES
2. The Client hereby retains the Consultant to provide the Consulting
Services and the Consultant agrees to provide the Consulting Services
to the Client in accordance with and subject to the terms of this
Agreement. The Consultant is free to pursue other business interests
during the term of this Agreement.
3. The Consultant may appoint any of its agents or employees to carry out
the specific tasks desired by the Client.
4. In providing the Consulting Services the Consultant is free to use all
or a portion of the equipment and tools of the Client but is not
required to do so.
5. The Consultant is free to set the hours of work during which its agents
or employees will provide the Consulting Services. Subject to
reasonable notice, this includes but is not limited to the scheduling
of holidays, professional activities and time required for training for
maintaining professional qualifications of its agents or employees.
CONSULTING FEES AND DISBURSEMENTS
6. In consideration for the Consulting Services provided the Client shall
pay to the Consultant a fee and shall make available to the Consultant
at its office premises such equipment, supplies, administrative staff,
reception, and assistance, as required. The fee paid to the Consultant
will be at a rate of $150 per hour payable in U.S. Dollars (to a
maximum billable of $3,300 per month USD). As well the Client will
grant the Consultant an option to purchase 120,000 common shares at .35
cents US. These options will vest at a rate of 20,000 options per month
beginning on March 1, 2002. Vested options will expire 6 months from
such vesting date. If either party terminates early all options will
expire on the early termination date.
Further, additional amounts or bonuses may be paid to the Consultant at
the discretion of the Client from time to time as the Client benefits
from the expertise of the Consultant including but not limited to his
expertise in the areas of public companies, corporate finance and
investor relations. A bonus of 5 % will be paid to the Consultant from
the gross proceeds of any financing arranged by him but at the Clients
discretion a further bonus may be given. All outstanding IPO warrants
that get exercised during the term of the Agreement will result in a
bonus of 5% of the gross dollar value from the exercise of the IPO
warrants (2,457,882 shares) to be paid to the Consultant but at the
Clients discretion a further bonus may be given.
7. The Client agrees to reimburse the Consultant for all pre-approved
Client related travel, and up to a maximum of $300 US Dollars per month
for the following expenses including but not limited to postage fees,
telephone charges, telecopying expenses and photocopying expenses,
entertainment etc. Any charges above this will need the approval of the
Client prior to any reimbursement to the Consultant.
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8. The Consultant shall submit an invoice to the Client at its address for
notice once a month for services rendered to the Client in the previous
month. In addition to fees for services rendered, each invoice
submitted to the Client by the Consultant shall itemize all
disbursements and direct costs incurred by the Consultant on behalf of
the Client. All invoices will be paid by the Client to the Consultant
immediately or by month end.
9. All fees charged to the Client by the Consultant for services rendered
hereunder and all disbursements which are taxable under the ETA shall
be subject to a goods and services tax ("GST"). All invoices submitted
to the Client by the Consultant shall specify the GST number of the
Consultant as well as the amount of GST payable by the client in
respect of fees for services rendered and taxable disbursements.
INDEPENDENT CONTRACTOR
10. The Client agrees and confirms that this is not a contract of
employment nor service with the Consultant or any of the Consultant's
employees or agents, but rather is a contract for services and the
Consultant is an independent contractor and nothing in this Agreement
shall be construed in such a way as to create an employment
relationship between the Client and the Consultant or any of the
Consultant's agents or employees. The Consultant shall be responsible
for all income taxes, Unemployment Insurance (UI) premiums, Canada
Pension Plan (CPP) premiums, and Worker's Compensation assessments for
its agents and employees and the Consultant covenants and agrees to
have all its agents and employees covenant not to collect UI based on
any income earned from the Client and agrees to indemnify and save
harmless the Client for any liability arising from the Consultant and
any employee or agent of the Consultant claiming UI benefits on monies
received from the Client.
TERMINATION
11. The termination of this contract will be as of July 31, 2002 or at any
time and for any reason either party may give thirty (30) days written
notice to the other of their intention to terminate this Agreement and
the Agreement shall cease on the last day of the thirty (30) day notice
period.
EFFECTIVE DATE
12. The term of this Agreement shall begin as of the Effective Date and
shall continue until it is terminated as provided herein.
NOTICES
13. Any notice or other document required or permitted to be given
hereunder will be considered well and sufficiently given by hand
delivery or by prepaid mail addressed to the parties as follows:
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(a) If to the Consultant:
WANI CAPITAL CORP.
c/o 00 Xxxxxxxxx Xxxxx X.X.
Xxxxxxx, XX X0X 0X0
ATTENTION: XXXX XXXX, PRESIDENT
(b) If to the Client:
INDUSTRIALEX MANUFACTURING CORP.
00 X X Xxxxx Xxxxxxx
Xxxxxxxx, XX XXXXXX XXXXXX 00000
ATTENTION: XXXXX XXXXXX, CHIEF EXECUTIVE OFFICER
or such other address as either party may from time to time appoint by notice in
writing to the other in accordance with this Article. Any notice delivered by
hand addressed as aforesaid will be deemed to have been delivered on the day of
delivery, and any notice mailed by prepaid mail addressed as aforesaid will be
deemed to have been received three (3) business days after the mailing thereof;
and if on the third business day thereafter there is a strike, lock-out or
labour disturbance affecting postal service, then such notice will not be
effectively given until actually received.
GENERAL
14. The proper law of this Agreement is the law of the Province of Alberta
and each of the parties irrevocably attorns to the jurisdiction of the
Courts of the Province of Alberta and to all courts having jurisdiction
to hear appeals therefrom.
15. If, at any time during the continuance of this Agreement, the parties
deem it necessary or expedient to make any alteration or additions to
this Agreement, they may do so by means of a written agreement between
them which shall be supplemental and form part hereof.
16. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators,
successors and assigns.
17. Any term, condition or provision of this Agreement or any part thereof
which is or may be found to be void, prohibited or unenforceable shall
be severable without in any way invalidating the remaining terms,
conditions or provisions of this Agreement.
18. This Agreement forms the entire agreement between the parties and
cancels and supercedes any and all previous written agreements between
the Consultant and the Client and may only be modified or amended by a
written agreement of the parties.
19. Time shall be of the essence in this Agreement.
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20. This Agreement may be executed in as many counterparts as are necessary
and, when a counterpart has been executed by each party, all
counterparts together shall constitute one agreement.
IN WITNESS WHEREOF the parties have hereunto set their
respective hands and seals this 1st day of February, 2002.
INDUSTRIALEX MANUFACTURING CORP.
Per: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx Chief Executive
Officer
WANI CAPITAL CORP.
Per: /s/ S. R. Wani
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Xxxx Xxxx, President
