EXHIBIT 10.3
Consulting Agreement with Xxxxxxx Xxxxxxx
CONSULTING AGREEMENT
BETWEEN
XXXXXXX XXXXXXX
AND
TEKRON, INC.
THIS CONSULTING AGREEMENT ("Agreement") is effective as of January 23,
2002 ("Effective Date"), by and between Tekron, Inc., a Delaware corporation
("Corporation"), on the one hand and Xxxxxxx Xxxxxxx, an individual,
("Consultant"), on the other hand.
RECITALS
Whereas, The Board of Directors of the Corporation has determined that
it is in the best interests of the Corporation and its shareholders
that the Corporation retain the services of a Consultant to provide
day-to-day services of the type typically provided by a key executive
officer of a corporation such as a chief executive officer.
Whereas, It is the desire of the Corporation to engage the services of
the Consultant, on an independent contractor basis, to provide said
services.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, COVENANTS AND
UNDERTAKING SPECIFIED HEREIN AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. Term of Agreement: This Agreement shall be in full force and effect
commencing upon the date hereof and concluding at the close of business
on the same date in 2003. The respective duties and obligations of the
parties shall commence on the date specified in the Preamble of this
Agreement and shall continue until the close of business on the same
date in 2003.
2. Consideration: On _______________, 2002, the Corporation shall issue
the Consultant Five Hundred Thousand shares of the Corporation's $0.001
par value common stock ("Shares"). The number of Shares which will be
issued pursuant to this Agreement shall be adjusted to reflect any
splits, recapitalization, reverse splits, capitalization's, mergers,
consolidations, sale of assets or other corporate reorganizations.
3. Minimum Amount of Service: The Consultant shall devote as much time as
it deems necessary to the affairs of the Corporation as the Consultant,
in the Consultant's sole discretion, determines to be necessary or
appropriate; and the Consultant may represent, perform services for,
and be employed by, any additional persons as the Consultant, in the
Consultant's sole discretion, determines to be necessary or
appropriate. The services to be performed by Consultant shall include,
but not be limited to, those day-to-day services typically provided by
a key executive officer of a corporation, such as a chief executive
officer.
4. Service as Officer or Director. It is anticipated by the parties hereto
that at some point during the term of this Agreement Consultant will
become an officer and/or a director of the Corporation. In the event
Consultant becomes either an officer or a director of the Corporation
during the term of this Agreement, the parties hereto will evaluate the
need to enter into a more typical employment agreement that would
supercede and replace this Agreement
5. Hold Harmless: The Corporation and the Consultant also mutually agree
to indemnify and hold harmless each party and each of its affiliates,
counsel, stockholders, directors, officers, employees and controlling
persons, with the meaning of Section 15 of the Securities Act of 1933,
as amended, or Section 20 of the Securities Exchange Act of 1934, for
any violations of state or federal securities laws by either party or
any of its officers, other employees, agents, affiliates, counsel,
stockholders, directors, and controlling persons. The Corporation
acknowledges and affirms that it will not request, require or otherwise
induce Consultant to become involved in any activities whatsoever that
would result in Consultant violating any provisions of the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, including, but not limited to, the provisions of Form S-8,
Regulations S-K and S-B, and the Corporation agrees to indemnify and
hold harmless the Consultant from any violation thereof.
6. Confidentiality: Consultant agrees to keep confidential all material,
non-public information provided to it by the Corporation, except as
required by law or as contemplated by the terms of this Agreement.
Notwithstanding anything to the contrary herein, Consultant may
disclose non-public information to its agents and advisors whenever
Consultant determines that such disclosure is necessary or advisable to
provide the services contemplated hereunder, Consultant shall inform
all parties who receive disclosure of non-public information or who
have access to such information of the obligation of confidentiality,
and shall inform the Corporation of any disclosure of non-public
information to any party other than Consultant's independent public
accountants or attorneys.
7. Notices: All notices, requests, demands or other communications
pursuant to this Agreement shall be in writing or by telex or facsimile
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transmission and shall be deemed to have been duly given (i) on the
date of service, if delivered in person or be telex or facsimile
transmission (with the telex or facsimile confirmation of transmission
receipt acting as confirmation of service when sent and provided
telexed or telecopied notices are also mailed by first class,
registered or certified mail, postage prepaid, and properly addressed
as follows:
If to the Corporation: Tekron, Inc.
00 Xxx Xxxxx Xxxxx
Xxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Consultant: Xxxxxxx Xxxxxxx
00 Xxxxxxxxx Xxxxxx Xxxxx
Xxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0
Telephone: (000) 000-0000
or at such other address as the party affected may designate in a
written notice to such other party in compliance with this paragraph.
8. Assignability: Neither party shall sell, assign, transfer, convey or
encumber this Agreement or any right or interest in this Agreement or
pursuant to this Agreement, or suffer or permit any such sale,
assignment, transfer or encumbrance to occur by operation of law
without the prior written consent of the other party. In the event of
any sale, assignment, transfer or encumbrance consented to by such
other party, the transferee or such transferee's legal representative
shall agree with such other party in writing to assume personally,
perform and be obligated by the covenants, obligations, warranties,
representations, terms, conditions and provisions specified in this
Agreement.
9. Termination: Tekron, Inc., and Consultant may terminate this Agreement
prior to the expiration of the Term upon thirty (30) days written
notice with mutual written consent. Failing to have mutual consent,
without prejudice to any other remedy to which the terminating party
may be entitled, if any, either party may terminate this Agreement with
thirty (30) days written notice under the following conditions:
A. By Tekron, Inc.
(i) If during the Primary Term of this Agreement or any Extension
Period, Consultant is unable or fails to provide the Services
as set forth herein for thirty (30) consecutive business days
because of illness, accident, or other incapacity of
Consultant's Personnel; or,
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(ii) If Consultant willfully breaches or neglects the duties
required to be performed hereunder; or,
B. By Consultant
(i) If Tekron ceases business or sells a controlling interest to a
third party, or agrees to a consolidation or merger of itself
with or into another corporation, or enters into such a
transaction outside of the scope of this Agreement, or sells
substantially all of its assets to another corporation, entity
or individual outside of the scope of this Agreement; or,
(ii) If Tekron, subsequent to the execution hereof institutes,
makes a general assignment for the benefit of creditors, has
instituted against it any bankruptcy, or is adjudicated a
bankrupt; or,
(iii) If any of the disclosures made herein or subsequent hereto by
Tekron to Consultant are determined to be materially false or
misleading.
10. Consent to Agreement: By executing this Agreement, each party, for
itself, represents such party has read or caused to be read this
Agreement in all particulars, and consents to the rights, conditions,
duties and responsibilities imposed upon such party as specified in
this Agreement.
Executed at Arva, Ontario on June 1, 2002.
TEKRON, INC. XXXXXXX XXXXXXX
a Delaware corporation an Individual
By: /s/ Xxxxxxx Xxxxxxx By: /s/ Xxxxxxx Xxxxxxx
------------------- -------------------
Xxxxxxx Xxxxxxx Xxxxxxx Xxxxxxx
President, Director Consultant
71 Xxx Xxxxx Court 55 Xxxxxxxxx Street North
Arva, Ontario, Canada Xxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0 X0X 0X0
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