10.3 MANAGEMENT SERVICES AGREEMENT BIOLABS, INC. WITH
TYNEHEAD CAPITAL CORP.**
MINUTES OF A MEETING OF THE DIRECTORS OF BIOLABS, INC. (the "Company")
HELD AT 00000 - 00XX XXXXXX,
XXXXXX, XXXXXXX XXXXXXXX, XX THE IST DAY
OF SEPTEMBER, 1998
PRESENT IN PERSON:
X. Xxxxxxx XxXxxxxxx
Xxxxxxxx Xxxxxxx
Xxxxxx Klychak
Xx. Xxx X. Xxxxx
E. Xxxxxxx XxXxxxxxx acted as Chairman and Xxxxxxxx Xxxxxxx as
Secretary to the Meeting. A quorum of directors being present, the Chairman
called the Meeting to order.
The Chairman stated that the purpose of the Meeting was to
approve the Company entering into a Management Services Agreement with Tynehead
Capital Corp. ("Tynehead"). The Chairman also stated that the Company and
Tynehead have common directors, namely, Messrs. McCartney and Paseniko, and
further that Messrs. McCartney and Pasemko and Xxxxxx Klychak have a financial
interest respecting this Agreement. A general discussion ensued.
Accordingly, pursuant to Section 713 of the New York Business
Corporation Law, Messrs. McCartney and Pasemko each declared their common
directorships between Tynehead and the Company and, along with Mr. Klychak,
their respective financial interests in this transaction and abstained from
voting thereto.
UPON MOTION DULY MADE IT WAS RESOLVED BY THE SOLE DISINTERESTED
DIRECTOR THAT:
1. The Company be authorized to enter into an Management Services
Agreement with Tynehead substantially in the form attached hereto
(the "Agreement") with such changes, additions, amendments or
deletions thereto as may be approved by any one or more of the
directors or officers of the Company and the execution by such
directors or officers, under the corporate seal of the Company or
otherwise shall be conclusive evidence of the approval of the
Agreement.
2. Any one director or officer of the Company be and he is hereby
authorized, for and on behalf of the Company to execute and
deliver all such documents and instruments and take all,-,.,ch
action as such director or officer may determine to be necessary
or desirable to implement the Agreement referred to in the
preceding resolution, such determination to be conclusively
evidenced by the execution and delivery of any such documents or
instruments and the taking of any such actions.
--------------------------- -------------------------------
CHARIMAN SECRETARY
MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT dated and made effective the 1st day of September, 1998.
BETWEEN:
BIOLABS, INC., a company duly incorporated under the laws of the State
of New York, having its head ofice in British Columbia at X.X Xxx
00000 Xxxxxxx Xxxxxx Xxxxx, Xxxxxxx Dominion Bank Tower, 000 Xxxx
Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X00X0
("BioLabs")
AND OF THE FIRST PART
TYNEHEAD CAPITAL CORP., a company duly incorporated under the laws of
the Province of British Columbia, having an office at 205 - 0000
Xxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxx Xxxxxxxx, X0X 0X 7
("Tynehead")
OF THE SECOND PART
WHEREAS:
A. Tynehead is in the business of providing executive management and
administrative services to private and public enterprises;
B. BioLabs and Tynehead have agreed to provide such services and Tynehead
wishes to provide such services to BioLabs;
C. Biol-abs and Tynehead have agreed to enter into this Agreement to set out
the terms and conditions relating to the provision of such services;
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained, the sum of ten dollars ($10.00), and other good and valuable
consideration, the receipt and sufficiency of which is hereby ackr-,~wledged by
each of the parties hereto, the parties to this Agreement covenant and agree
with each other as follows:
1. INTERPRETATION
1.1 Definitions. Where used in this Agreement, the following words and terms
will have the meanings indicated below:
(a) "Agreement" means this agreement and any Schedule thereto, as each may
be supplemental or amended from time to time by an instrument in
writing executed by the parties hereto;
(b) "Board" refers to the board of directors of BioLabs as constituted
from time to time, including any executive committees thereof;
(c) "Change in Control" will be deemed to have occurred on the happening
of any of the following events:
(i) if any person (other than Tynehead) completes a transaction, bid,
arrangement or reorganization that results in that person (and
any persons acting in concert with that person by virtue of an
agreement, arrangement, commitment or understanding) holding, in
the aggregate, more than 20% of the voting rights attached to all
outstanding Voting Securities of Biol-abs;
(ii) if Biol-abs sells or otherwise disposes of all or substantially
all of its assets, except that no Change of Coi*rol will be
deemed to occur if such sale or disposition is made to a
subsidiary or subsidiaries of BioLabs;
(iii)if BioLabs enters into an amalgamation, consolidation or merger
with another company, except that no Change of Control will be
deemed to occur if such amalgamation, consolidation or merger is
with any subsidiary of Biol-abs;
(iv) if more than half the directors elected as directors of Biol-abs
at a meeting of Biol-abs' holders of Voting Securities are
comprised of persons who were not included in the slate for
election as directors proposed to such holders by the Board; or
(v) a determination by the Board that there has been a change,
whether by way of a change in the holding of the Voting
Securities, in the ownership of Biol-abs' assets or by any other
means, as a result of which any person (other than Tynehead,
persons controlled by Tynehead or persons controlled by such
persons), or any group of persons acting jointly or in concert,
is in a position to exercise effective control of Biol-abs;
(d) "Executives" means, collectively, the persons designated by Tynehead to
perform and to provide services to BioLabs pursuant to Section 2.2 hereof
and any person who replaces any of them in accordance with Section 2.2
hereof, and "Executive" means any one of the Executives;
(e) "Force Maieure" means any event or occurrence not within the control of the
party claiming Force Majeure and which by the exercise of reasonable
diligence such party is unable to prevent or overcome, Lcluding, without
limiting the generality of the foregoing, any act of God, strikes,
lockouts, or other industrial disturbances (and provided strikes, lockouts
and other industrial disturbances will be deemed not to be within the
control of the party claiming Force Majeure or able to be prevented or
overcome by such party where acceding to the demands of opposing persons is
inadvisable in the discretion of the party), sabotage, wars, blockades,
insurrections, riots, epidemics, landslides, lightning, earthquakes,
floods, storms, fires, washouts, arrests, restraints of rulers and peoples,
civil disturbances, explosions, breakages or accidents to machinery, the
inability to obtain materials or equipment, the inability to obtain or the
withdrawal or termination of permits, orders, licences, certificates or
other authorizations, and -
the order or direction of any court, board or governmental or regulatory
authority having jurisdiction, but excludes any lack of funds or financing,
lack of credit, or other financial reason;
(f) "Incentive Management Fee" has that meaning as set forth in Section 3.2
hereof;
(g) "Management Fee" has that meaning as set forth in Section 3.1 hereof;
(h) "Management Services" has that meaning as set forth in Section 2.1 hereof;
(i) "Material" has that meaning as set forth in Section 5.1 hereof; and
(j) "Voting Securities" means a security of Biol-abs that is not a debt
security and carries a voting right either under all circumstances or under
some circumstances that have occurred and are continuing, and iticludes a
security that is convertible into or exchangeable for such a security.
1.2 Interpretation. For purposes of this Agreement, except as otherwise
expressly provided:
(a) all references in this Agreement to a designated "Section" is to the
designated Section and the subsections or subdivisions thereof;
(b) the words "herein", "hereof" and "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular
Section, subsection or other subdivision or Schedule;
(c) all accounting terms not otherwise defined have the meanings assigned to
them in accordance with United States generally accepted accounting
principles;
(d) all references to currency are deemed to mean lawful money of the United
States
(unless expressed to be in some other currency) and all amounts to be
calculated or paid pursuant to this Agreement are to be calculated in lawful
money of the United States and to be paid by cheque certified by, or draft
drawn upon, a Canadian chartered bank payable at par in Vancouver, British
Columbia;
(e) any reference to a statute includes and is a reference to such statute and
to the regulations made pursuant thereto, with all amendments made thereto
and in force from time to time, and to any statute or regulations that may
be passed which has the effect of supplementing or superseding such statute
or such regulations;
(f) any reference to a corporate entity includes and is also - reference to any
corporate entity that is a successor to such entity;
(g) words imparting the masculine gender include the feminine or neuter gender
and words in the singular include the plural and vice versa; and
(h) the division of this Agreement into sections and the insertion of headings
are for convenience of reference only and will not affect the construction
or interpretation of this Agreement. -
1.3 Schedules. The documents attached to this Agreement and referred to herein
are hereby
incorporated into and made a part of this Agreement, but the contractual effect
of such documents will be determined and limited entirely by the references to
such documents contained in the main body of this Agreement.
2. SERVICES AND TERM
2.1 Appointment. In accordance with the terms of this Agreement, BioLabs
retains Tynehead and Tynehead agrees to provide BioLabs with:
(a) the Management Services described in Schedule "A" hereto; and
(b) the services of the Executives to act as officers of BioLabs from time
to time provided that Biol-abs (i) will not be the employer of any
Executive acting as an officer thereof and will not be liable to
pay,jany amounts for such services other than the Management Fee and
the Incentive Management Fee payable to Tynehead and (ii) will provide
a suitable indemnity to any such Executive which will be unaffected
and remain in full force and effect notwithstanding any subsequent
cessation of the Executive's services pursuant to Section 2.4.
2.2 Scope of Duties. Tynehead will fulfil its obligations pursuant to Section
2.1 hereof by causing the services of the Executives to be provided to
Biol-abs on such basis as may be required to discharge such obligations.
2.3 Term of Agreement. Subject always to the rights of termination set out in
Part 9 hereof, the term of this Agreement will commence on and be effective
the date first above written and expire on the fifth anniversary thereof
and will continue thereafter unless terminated by either party in
accordance with this Agreement.
2.4 Cessation of Services of Executive. Notwithstanding the provisions of
Section 2.2 hereof:
(a) subject to Section 2.5 hereof, Biol-abs, having received the consent
of the Board, may direct Tynehead to cease providing the services of
one or more of the Executives provided to Biol-abs pursuant to Section
2.2 hereof provided any such direction will specify, in reasonable
detail, the reason or reasons which motivated BioLabs's decision to
provide such direction; and
(b) any Executive may require Tynehead to advise BioLabs of the withdrawal
of his or her services provided to Biol-abs pursuant to Section 2.2
hereof by giving 90 days written notice to such effect to Tynehead and
upon receiving such notice Tynehead will give similar notice to
BioLabs.
2.5 Replacement of Executive. Tynehead may, with the prior written consent of
Biol-abs and the Board, provide the services of another person or persons
to replace any Executive removed pursuant to Section 2.4 hereof.
3. FEES AND DISBURSEMENTS
3.1 Management Fee. In consideration of the provision by Tynehead to BioLabs of
the services contemplated by Sections 2.1 and 2.2 hereof, Biol-abs will pay
to Tynehead, upon receiving an invoice for same, a monthly management fee
(the "Management Fee") -
of $15,000 in full payment of fees for Tynehead's provision of Management
Services to it which will be payable at the end of each month, the first
instalment to be payable on September 30, 1998, with the Management Fee to
increase to $22,833 commencing January 1, 1999. The Management Fee will be
further subject to at least an annual review by Biol-abs and Tynehead and,
following such review, may only be maintained at the amount in effect at the
time of such review or increased.
3.2 Incentive Management Fee. BioLabs may also pay to Tynehead an annual
incentive management fee (the "Incentive Management Fee") which will be
payable on or about January Ist of each year. The amount of the Incentive
Management Fee will be determined by Biol-abs on the basis of the
recommendations of the Board taking into account the financial performance
of BioLabs and such other factors as the Board considers relevant.
3.3 Stock Options. Subject to the receipt of.any required regulatory and
shareholder approval, if required, Biol-abs will grant options to each
Executive for the purchase of common shares of BioLabs pursuant to BioLabs'
1998 Stock Option Plan, in such an amount as determined by the Board to be
commensurate with the duties of each such Executive.
3.4 Disbursements. BioLabs will also reimburse Tynehead for any expenses
actually and properly incur-red by Tynehead in connection with its
performance of the Management Services, provided that for all such
expenses, Tynehead will furnish to Biol-abs statements and vouchers at the
end of each month in which the expenses were actually incur-red and
Tynehead will observe any limits from time to time fixed by the Board in
respect of expenses.
4. INDEPENDENT CONTRACTOR
4.1 Independent Contractor. Nothing in this Agreement will be constr-ued as
creating or *11 constitute a partnership between BioLabs and Tynehead-
Tynehead will be an wi independent contractor and not the servant,
employee, or agent of Biol-abs. As an independent contractor, Tynehead
will, at its own expense, pay all income taxes, employment insurance,
pension plan, workers' compensation contributions, and all other taxes,
charges and contributions levied or required by competent governmental
authorities in respect of income paid to under this Agreement or in respect
of the relationship of Tynehead to Biol-abs. If any competent government
authority determines that any source deductions from payments to Tynehead
or employer contributions or other payments should have been made by
Biol-abs on behalf of Tynehead, but were in fact not made, then, Biol-abs
will be entitled to deduct the full amount so determined by such
governmental authorities from any further payments required to be made to
Tynehead from Biol-abs.
4.2 Board Instructions. The Board, or the Board's designated management
appointee, may from time to time give any instructions to Tynehead that
they consider necessary in connection with the provision of the Management
Services but Tynehead will not be subject to the control of the Board or
such management appointee in respect of the manner in which these
instructions are carried out. -
5. REPORTS
5.1 Reports by Tynehead. Tynehead will, upon the request, from time to time, of
BioLabs:
(a) fully inform BioLabs of the work done and to be done by Tynehead in
connection with the provision of the Management Services; and
(b) permit BioLabs at all reasonable times to inspect, examine, review and
copy any and all findings, data, client information, specifications,
drawings, working papers, reports, records, documents, and material
whether complete or otherwise (collectively the "Material") that have
been produced, received, acquired or provided by BioLabs to Tynehead
as a result of this Agreement.
6. OWNERSHIP
6.1 Ownership of Material. The Material produced, received, acquired or
provided by BioLabs to Tynehead as a result of this Agreement and any
equipment, machinery, or other property provided by BioLabs to Tynehead as
a result of this Agreement will:
(a) be the exclusive property of BioLabs; and
(b) immediately be delivered by Tynehead to BioLabs on BioLabs giving
notice to Tynehead requesting delivery of the Material, equipment,
machinery, or other property, whether such notice is given before,
upon, or after the termination of this Agreement pursuant to Pan 9
hereof.
7. CONFIDEN71ALITY
7.1 Tynehead. Tynehead will treat as confidential and will not, without the
prior written consent of BioLabs, publish, release, or disclose or permit
to be published, released, or disclosed either before or after the
termination of this Agreement, the Material, trade secrets, know-how or any
other information supplied to, obtained by, or which comes to the knowledge
of, Tynehead as a result of this Agreement except insofar as that
publication, release, or disclosure is necessary to enable Tynehead to
fulfil its obligations under this Agreement.
8. NON-COMPETITION
8.1 Non -Competition. Tynehead covenants and agrees that until one year after
thetermination of this Agreement pursuant to Part 9 hereof, it will not,
either alone or in partnership or in conjunction with any person,
syndicate, association or any other entity or group, whether as principal,
agent, employee, director, officer or shareholder or in any capacity or
manner whatsoever, whether directly or indirectly:
(a) carry on or be engaged in, concerned with or interested in, or advise,
lend money to or guarantee the debts or obligations of any business,
enterprise or undertaking that competes with the business of Biol-abs
anywhere within North America (the "Business");
(b) employ or take away from the Business, or attempt to do so, or solicit
for the purpose of doing so, any person who was employed by the
Business; or -
(c) solicit, contract or communicate with any person, firm, corporation or
other entity that is or was a client, customer, supplier or
collaborator of the Business:
(i) for any business purpose involving a product or service that is of the
same or similar type or purpose as, or is competitive with, any
product or service with which the Business is or will have been
involved in selling, offering for sale, distributing or supplying;
(ii) for the purpose of selling or buying products or services competitive
with those of the Business, or any elements thereof; or
(iii)for the purpose of soliciting, diverting or taking away from the
Business, or attempting to do so, any business or prospects of the
Business.
8.2 Injunctions. Tynehead acknowledges and agreesi that Biol-abs would be
irreparably damaged if any provision of Section 8.1 hereof is not performed
by Tynehead in accordance with the terms of such provision. Accordingly,
Biol-abs will be entitled to an injunction or injunctions to prevent
breaches of any of the provisions of this Agreement and may specifically
enforce such provisions by an action instituted in a court having
jurisdiction. This remedy is in addition to any other remedy to which
Blol-abs may be entitled at law or in equity.
8.3 Executives. Tynehead will cause each Executive to enter into a separate
agreement with Biol-abs on substantially the same terms as contained in
this Part 8, mutatis mutandis.
9. TERMINATION
9.1 Termination by Tynehead. Subject to Section 9.4 hereof, Tynehead may
terminate this Agreement upon giving Blol-abs not less than 90 days prior
written notice of the effective date of the termination. In the giving of
any such notice by Tynehead, BioLabs may have the right to elect, in lieu
of the notice period, to pay Tynehead a lump sum equal to 90 days
compensation as calculated from time to time in accordance with Part 3
hereof.
9.2 Termination by BioLabs for Cause. Subject to Section 9.4 hereof, in the
event that Tynehead falls to materially discharge its obligations under
this Agreement, Blol-abs may give notice (a "Notice of Complaint") to
Tynehead which will specify such failure in reasonable detail. If, within
30 days of its receipt of any Notice of Complaint, Tynehead falls to
rectify such failure in a reasonable manner or if, because of the nature of
such failure, the rectification thereof reasonably requires a period of
time exceeding 30 days and Tynehead fails to proceed and continue
diligently to rectify such failure or give assurances to BioLabs with
respect thereto which are reasonably satisfactory to it that such failure
will be rectified within a reasonable period of time, BioLabs may terminate
this Agreement by notice (the "Notice of Termination") to Tynehead stating
that this Agreement is terminated and the reason for such termination. Such
termination will be effective as and from that such Notice of Termination
is received by Tynehead. If this Agreement is terminated for cause as
herein provided, accrued and unpaid compensation due to Tynehead as of the
date of termination pursuant to this Agreement will be paid by BloLabs
within 10 days following the date of termination.
9.3 Termination by BioLabs Without Cause. Subject to Section 9.4 hereof,
BioLabs may terminate this Agreement at any time without cause by giving
Tynehead written -
9.4 notice of the effective date of such termination and in all respects except
as set out below, the termination of this Agreement will be effective
immediately. For greater certainty, any termination of Tynehead following a
Change of Control will be deemed to be without cause unless Tynehead
commits a material breach under this Agreement and it is not rectified in
accordance with Section 9.2 hereof. On the giving of any such notice,
Tynehead will cause the Executives to resign effective immediately and
Biol-abs will immediately pay Tynehead a lump sum equal to 24 months
compensation as calculated from time to time in accordance with Part 3
hereof. Such payments set out above will be in lieu of any applicable
notice period. All stock options granted to Executives under Section 3.3
hereof that have not yet vested, if any, will vest forthwith on the
termination of this Agreement under this Section. No Damages for
Termination. Neither BioLabs nor Tynehead will, as a result of the
termination of this Agreement, be entitled to any notice, fee, salary,
bonus, severance or other payments, benefits or damages in excess df what
is specified or provided for in Sections 9.1, 9.2 or 9.3, whichever is
applicable.
9.5 Duties Flo,"ing From Termination. On the termination of this Agreement,
BioLabs will:
(a) assume any contracts entered into by Tynehead at the direction of and
on behalf of Biol-abs and indemnify Tynehead against any liabilities
by reason of anything done or required to be done under any such
contract after the effective date of termination; and
(b) pay Tynehead all amounts owing to Tynehead pursuant to Part 3
including, without limitation, the Management Fee and the Incentive
Management Fee.
10. INDEN1[N'ITY
10.1 Indemnity of Tynehead. Tynehead covenants and agrees to indemnify and save
harmless biol- abs from and against any and all loss, damage, or expense
incurred or suffered by BioLabs:
(a) as a result of Tynehead exceeding Tynehead's authority hereunder;
(b) as a result of any of the terms or provisions of this Agreement being
breached by Tynehead; and
(c) arising from any and all claims, demands, assessments, and
reassessments made by any competent governmental authority in
connection with this Agreement including, but not limiting the
generality of the foregoing, payments required under income tax,
pension plan and employment insurance legislation, and for all costs
and expenses associated therewith. The said obligation to indemnify
will survive the termination of this Agreement.
10.2 Indemnity of BioLabs. BioLabs will indemnify and save Tynehead harmless
from and against all liabilities, losses, costs and damages which Tynehead
incurs or is called upon to pay in connection with the proper discharge of
its duties hereunder, except for liabilities, losses, costs and damages
arising from the wilful default or misconduct or
negligence of Tynehead. The said obligation to indemnify will survive the
termination of this Agreement.
11. GENERAL
11.1 Assignment and Sub-Contracting. Tynehead will not, without the prior
written consent of BioLabs:
(a) assign, either directly or indirectly, this Agreement or any right of
Tynehead under this Agreement; or
(b) sub-contract any obligation of Tynehead under this Agreement.
No sub-contract entered into by Tynehead will relieve Tynehead from any of
its obligations under this Agreement or impose any obligation or liability
upon BioLabs to any sub-contractor.
11.2 Conflict. Tynehead will not, while this Agreement is in force, perform a
service for, or provide advice to, any person, firm, or corporation where
the performance of that service or the provision of that advice may or
does, in the reasonable opinion of the Board, give rise to a conflict of
interest between the obligations of Tynehead to Biol-abs under th is
Agreement and the obligations of Tynehead to any other person, f=, or
corporation.
11.3 Entire Agreement. This Agreement, including the Schedules hereto,
constitutes the entire agreement between the parties hereto and supersedes
any prior agreements. There are not and will not be any verbal statements,
representations, warranties, undertakings or agreements between the parties
and this Agreement may not be amended or modified in any respect except by
written instruments signed by all of the parties hereto.
11.4 Enurement. This Agreement will enure to the benefit of and be binding on
the respective successors and permitted assigns of each of the parties
hereto.
11.5 Force Majeure. If either party is prevented from performing any of its
obligations under this Agreement, in whole or in part, by reason of Force
Majeure, such party will be excused from performance for so long as and to
the extent that Force Majeure will so prevent such performance provided
that such party uses reasonable efforts to restore its ability to perform
its obligations hereunder, and provided that the settlement of strikes,
lockouts or other labour disputes will be entirely within the discretion of
each party and the foregoing requirement that a party will use reasonable
efforts to restore its ability to perform its obligations will not require
settlement of strikes or lockouts by acceding to the demands of opposing
persons when such course is inadvisable in the discretion of the party
affected. A party claiming Force Majeure will, with reasonable promptness,
give to the other party notice of the cause of the Force Majeure and its
expected duration.
11.6 Further Assurances. Each of the parties will execute such further
assurances and other documents and instruments and do such further and
other things as may be necessary to implement and carry out the intent of
this Agreement.
notice of the effective date of such termination and in aIl respects except as
set out below, the termination of this Agreement will be effective immediately.
For greater certainty, any termination of Tynehead following a Change of Control
will be deemed to be without cause ualess Tynehead commits a material breach
under this Agreement and it is not rectified in accordance with Section 9.2
hereof. On the giving of any such notice, Tynehead will cause the Executives to
resign effective inunediately and BioLabs will immediately pay Tynehead a lump
sum equal to 24 months compensation as calculated from time to time in
accordance with Part 3 hereof. Such payments set out above will be in lieu of
any applicable notice period. All stock options granted to Executives under
Section 3.3 hereof that have not yet vested, if any, will vest forthwith on the
termination of this Agreement under this Section.
9.4 No Damages for Termination. Neither BioLabs nor Tynehead will, as a result
of the termination of this Agreement, be entitled to any notice, fee,
salary, bonus, severance or other payments, benefits or damages in excess
df what is specified or provided for in Sections 9.1, 9.2 or 9.3, whichever
is applicable.
9.5 Duties Flo,"ing From Termination. On the termination of this Agreement,
BioLabs will:
(a) assume any contracts entered into by Tynehead at the direction of and
on behalf of BioLabs and indemnify Tynehead against any liabilities by
reason of anything done or required to be done under any such contract
after the effective date of termination; and
(b) pay Tynehead all amounts owing to Tynehead pursuant to Part 3
including, without limitation, the Management Fee and the Incentive
Management Fee.
10. IN`DEN1N1TY
10.1 Indemnity of Tynehead. Tynehead covenants and agrees to indemnify and save
harmless bioLabs from and against any and all loss, damage, or expense
incurred or suffered by BioLabs:
(a) as a result of Tynehead exceeding Tynehead's authority hereunder;
(b) as a result of any of the terms or provisions of this Agreement being
breached by Tynehead; and
(c) arising from any and all claims, demands, assessments, and
reassessments made by any competent governmental authority in
connection with this Agreement including, but not limiting the
generality of the foregoing, payments required under income tax,
pension plan and employment insurance legislation, and for all costs
and expenses associated therewith.
The said obligation to indemnify will survive the termination of this
Agreement.
10.2 Indemnity of BioLabs. BioLabs will indemnify and save Tynehead harmless
from and against all liabilities, losses, costs and damages which Tynehead
incurs or is called upon to pay in connection with the proper discharge of
its duties hereunder, except for liabilities, losses, costs and damages
arising from the wilful default or misconduct or -
11.7 Governing Law. This Agreement will be governed by and construed in
accordance with the laws of British Columbia and the laws of Canada
applicable thereto and the parties hereto submit and attorn to the
jurisdiction of the courts of British Columbia.
11.8 Headings. The division of this Agreement into sections and the insertion of
headings are for convenience of reference only and will not affect the
construction or interpretation of this Agreement.
11.9 No Obligation to Mitigate. Tynehead will not be required to mitigate the
amount of any payment or benefit provided for in this Agreement, or any
damages resulting from a failure of Biol-abs to make any such payment or to
provide any such benefit, by seeking other employment, or other-wise, nor
will the amount of any payment provided for in this Agreement be reduced by
any compensation earned by Tynehead as a result of its relationship with
another client after termination or otherwise.
11.10 Notice. Any notice required or permitted to be given hereunder will be in
writing and may be delivered in person or by registered mail or by fax or
by other recorded communication addressed to the respective parties at
their address set forth on page one to this Agreement or such changed
address as may be given by a party to the other by such written notice. Any
such notice will be considered to have been given when personally delivered
or five business days after the date of mailing, or upon receipt of
acknowledgement of receipt if sent by fax or other recorded communication.
11.11Severability. The invalidity of any provision of this Agreement or any
covenant herein contained on the part of any party will not affect the
validity of any other provision or covenant herein contained.
11.12Time of the Essence. Time will be of the essence of this Agreement and the
transactions contemplated hereby.
11.13 aiver. No provision of this Agreement and no breach by Tynehead of any
provision will be deemed to have been waived unless that waiver is in
writing signed by Biol-abs. Any waiver of a default by any party hereto in
the observance or performance of any part of this Agreement will not extend
to or be taken in any manner to affect any other default.
IN WITNESS WHEREOF the par-ties have executed -this Agreement as of the date
first above written.
BIOLABS, INC. TYNEHEAD CAPITAL CORP.
Per: Per:
-------------------- --------------------
Authorized Signatory Authorized Signatory
SCHEDULE"A"
DESCRIPTION OF MANAGEMENT SERVICES
Review existing corporate objectives, strategies and utilization of resources.
Develop, present, implement and maintain an operational business plan which sets
out:
Objectives of BioLabs; Strategies for achieving objectives; Timeframe for
meeting objectives, milestones; Resources required; Allocation and utilization
of resources; and Other matters consistent with an operational business plan.
Performance compared to the operational business plan; Economic, industry and
business matters that may impact BioLabs; and Other matters of relevance.
Build organization (eg. facilities, personnel, contract research organizations,
collaborations, strategic alliances etc.) to successfully carry out the
operational business plan.
Ensure expenditures are in accordance with approved budgets and that adequate
funding is maintained.
Provide policy and executive direction to Biol-abs.
6. Initiate and manage projects (eg. acquisitions, collaborations, research
programs etc.) to provide new products, technologies and other growth
opportunities for Biolabs.
7. Keep investors, brokers, analysts and others apprised of developments and
activities of Biolabs.
