CONSULTING SERVICES AGREEMENT
THIS
AGREEMENT made as of the 24th day of May, 2007.
BETWEEN:
STRATEGIC
INTERNET INVESTMENTS, INC., having
an
office
at Suite 250, 1090 West Georgia Street, Vancouver,
British
Columbia, V6E 3V7
(the
“Company”)
OF
THE
FIRST PART
AND:
AXIOM
CONSULTING
CORP., having an office at
0000
Xxxx 0xx Xxxxxx,
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, X0X 0X0
(the
“Contractor”)
OF
THE
SECOND PART
AND:
XXXX
XXXXXXXX, of 0000 Xxxx 0xx
Xxxxxx,
Xxxxxxxxx,
Xxxxxxx
Xxxxxxxx, X0X 0X0
(“Xxxxxxxx”)
OF
THE
THIRD PART
IN
CONSIDERATION of the premises and the mutual covenants xxxxx contained the
parties hereto agree as follows:
Article
1
Definitions
1.1 In
this Agreement:
“Associated
Company” means a company which directly or indirectly:
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(a)
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controls,
or is controlled by, the Company,
or
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(b)
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is
controlled by the same company that directly or indirectly controls
the
Company.
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“Board”
means the Board of Directors from time to time of the Company.
“Notice
Period” means a period of fifteen days commencing on the day after notice of
termination of the Contractor’s retainer is given by the Company in accordance
with the terms of this Agreement.
Article
2
Appointment
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2.1
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The
Company agrees to retain the Contractor to provide consulting services
(the “Services”) from time to time as required by the Board and the
Contractor agrees to provide such Services, reporting directly to
the
Board, subject to the terms and conditions of this
Agreement. The Services to be provided by the Contractor shall
include the following:
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(a)
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providing
consulting services to the Company in order to introduce the Company
as a
potential investment for prospective financial institutions in North
America and Europe;
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(b)
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arranging
introductions and face to face meetings for the Company with the
institutions mentioned above.
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(c)
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to
assist in raising venture capital through both the private placement
and
the public offering of the Company’s securities and through possible debt
financings;
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(d)
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to
assist the Company in obtaining, developing and maintaining contacts
with
other persons or companies who might assist in developing and meeting
business objectives; and
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(e)
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such
other duties as may be reasonably directed from time to time by the
Board;
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2.2
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The
Contractor agrees to provide the Services to the Company through
the
employment of personnel acceptable to the Company, acting
reasonably. Such personnel shall include Xxxxxxxx, if requested
by the Company. The Contractor shall provide its own office facilities
and
equipment to its employees for the purpose of providing the Services;
provided that the personnel of the Contractor may also use the Company’s
offices and facilities from time to time as mutually agreed
upon.
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2.3
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The
term of the Contractor’s appointment shall commence on May 24, 2007 and
continue for a term of 12 months expiring on May 24, 2008. Thereafter
this
Agreement shall be automatically renewed on a month to month basis,
subject only to termination in accordance with the provisions of
Article
6.
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Article
3
Relationship
Between the Parties
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3.1
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The
parties agree and intend that the relationship of the Contractor
to the
Company pursuant to this Agreement is that of independent
contractor. Neither Xxxxxxxx nor any other staff of the
Contractor are employees of the Company, and are not entitled to
the
benefits provided by the Company to its employees except as otherwise
mutually agreed upon from time to
time.
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3.2
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The
Contractor shall provide the Services in Vancouver British Columbia,
except for travel from time to time as reasonably required for the
Company’s business.
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3.3
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During
the continuance of its retainer under this Agreement, the Contractor
shall:
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(a)
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devote
sufficient time to the business of the Company and its subsidiaries
for
the performance of the Services described
herein;
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(b)
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provide
the Services in a proper, loyal and efficient manner and shall use
its
best efforts to maintain and promote the interests and reputation
of the
Company and its subsidiaries and not do anything which is harmful
to them;
and
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(c)
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at
all times promptly give to the Board (in writing if so requested)
all such
information and explanations as the Board may reasonably require
in
connection with matters relating to its retainer hereunder or with
the
business of the Company or its
subsidiaries.
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3.4
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The
Company is aware that the Contractor has now and will continue to
provide
services to other companies and the Company recognizes that these
companies will require a certain portion of the time of the Contractor
and
its principal and other employees. The Company agrees that the
Contractor may continue to provide services to such outside interests,
provided that such interests do not conflict with the provision of
the
Contractor’s Services under this
Agreement.
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3.5
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During
the term of this Agreement, the Contractor and/or its employees and
associates may have access to confidential information
consisting of the following categories of information (collectively,
the
“Trade Secrets”):
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(a)
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financial
information, such as the Company’s earnings, assets, debts, or other
financial data, whether relating to the Company generally, or to
particular services, geographic areas or time
periods;
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(b)
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supply
and service information, such as goods and services, supplier’s names or
addresses, terms of supply or service contracts, or of particular
transactions, or related information about potential suppliers, to
the
extent that such information is not generally known to the public,
and to
the extent that the combination of suppliers or use of a particular
supplier, though generally known or available, yields advantages
to the
Company, the details of which are not generally
known;
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(c)
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in
regards to resource companies, exploration information, such as details
about ongoing or proposed exploration programs or agreements by or
on
behalf of the Company pertaining to any existing or proposed exploration
programs, the forecasts and results of any exploration programs or
information about impending
transactions;
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(d)
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personnel
information, compensation or other terms of employment, actual or
proposed
promotions, hiring, resignations, disciplinary actions, termination
or
reasons thereof, training methods, performance, or other consultant
information not including consultant’s personal or medical histories;
and/or
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(e)
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current
shareholders lists, investors, contracts such as registered
representatives/stockbrokers or potential investors, and officers
and
directors of the Company or any affiliated
companies.
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The
Company and the Contactor shall consider their relationship as one
of
mutual trust and confidence with respect to the Trade
Secrets. Therefore, during and after the term of this
Agreement, the Contractor agrees
to:
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(f)
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except
as subject to clause 3.06 of this Agreement, hold all such information
in
confidence and not to divulge, communicate or transmit it to others,
or
make any unauthorized copy or use of such information in any capacity
either personal or business unrelated to that of the
Company;
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(g)
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use
the Trade Secrets only in the furtherance of proper Company related
reasons for which such information is disclosed or
discovered;
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(h)
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take
all necessary reasonable action that the Company deems necessary
or
appropriate to not allow unauthorized use or disclosure of the Company’s
Trade Secrets, and to protect the Company’s interest in the Trade
Secrets.
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3.6
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The
provisions set forth in Article 3.5 do not apply
to:
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(a)
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information
that has become public through disclosure of and by the
Company;
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(b)
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information
that by means other than the Contractor’s deliberate or inadvertent
disclosure becomes well known or easily ascertainable to the public
or to
companies that compete directly with the Company;
and
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(c)
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disclosure
compelled by judicial or administrative
proceedings.
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3.7
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All
inventions, improvements, products, designs, programs, processes,
formulae
and methods of manufacture whether practicable or not (all of which
are
hereunder collectively included in the term “inventions”) which the
Contractor may make or discover while retained pursuant to this Agreement
and which relate to or are connected with any product, article or
service
of a kind produced, handled, provided or sold by or which relate
to or are
connected with any business carried on by the Company or any Associated
Company, subject to any contrary provisions of the Patent Act (Canada)
where applicable, be the sole, absolute and exclusive property of
the
Company and shall be held by the Contractor both during the continuance
of
its retainer hereunder and thereafter in trust for the Company. The
Contractor shall at the request and cost of the Company apply for
and
execute any such documents, and do such acts and things as may in
the
opinion of the Board be necessary to give full effect to the terms
of this
Article. Further, the Contractor shall not do anything to
imperil the validity of any such patent or protection or any application
therefor but on the contrary shall at the cost of the Company render
all
possible assistance to the Company both in obtaining and in maintaining
such patents or other protection.
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Article
4
Responsibility
of the Contractor
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4.1
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The
Contractor is aware and acknowledges that all of its activities shall
be
conducted in compliance with applicable securities legislation and
the
rules and by-laws of the applicable securities exchanges under whose
jurisdictions their activities
fall.
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| 4.2 | The Contractor agrees to defend, indemnify and hold harmless the Company from and against any and all loss, claims, actions, damages, liabilities and expenses arising in anyway as a result of entering into the Agreement or arising out of the performance or its obligations under this Agreement that gives rise to damages to the Company or in connection with the Contractor’s activities and non-activities hereunder. |
Article
5
Remuneration and
Expenses
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5.1
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The
Contractor acknowledges the financial constraints of the Company
and is
willing to accept Restricted Rule 144 Reg. S shares in lieu of cash
as
full payment of all compensation under the Agreement for amounts
owed. The Contractor also acknowledges that as the shares of
the Company are restricted for a term of at least one year and possibly
two years, and their future value is uncertain, the Company agrees
to
issue a sufficient number of shares to account for the time, risk
factors
etc. and agrees to the allotment and issuance, subject to the conditions
herein, of 350,000 shares of restricted Rule 144 common stock issued
under
regulation S. as full payment to the Contractor under the
Agreement.
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5.2
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The
Company at its discretion and sole option may reimburse the Contractor
for
all reasonable business, travel, hotel, entertainment and other
out-of-pocket expenses which are incurred by the Contractor in the
provision of the Services hereunder. The Contractor shall
provide the Company with copies of all vouchers, bills, invoices
and
statements relating to any expenses for which the Contractor claims
reimbursement and the Company shall pay such expense reimbursement
in
full.
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The
Company agrees, that should the Contractor fail to receive prompt
payment
of any remuneration of reimbursement contemplated under this
Agreement, and after exercising reasonable efforts to collect such
payment, is forced to seek legal collection of delinquent
reimbursement, the Company shall then be liable to reimburse the
Contractor for the Contractor’s legal costs of
collection.
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Article
6
Termination
of
Retainer
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6.1
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The
Contractor or the Company may terminate the retainer pursuant to
this
Agreement at any time after May 24, 2007 by providing written notice
to
the Contractor or the Company as the case may be of not less than
the
Notice Period.
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6.2
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The
Company may terminate the Contractor’s retainer pursuant to this Agreement
if the Contractor:
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(a)
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commits
a material breach of a provision of this
Agreement;
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(b)
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is
unwilling or unable to perform the Services under this
Agreement;
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(c)
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commits
an act of fraud or of wilful misconduct in the discharge of the Services
under this Agreement;
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provided
that the Company shall first deliver notice to the Contractor setting out the
alleged facts or circumstances giving rise to its right of termination of this
Agreement, and the Contractor shall have 30 days within which to cure such
alleged breach or default hereunder.
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6.3
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The
Company shall make all payments hereunder arising from the termination
of
this Agreement in accordance with Article 6.2 by way of certified
cheque
or bank draft made payable to the
Contractor.
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6.4
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Concurrently
with the delivery of payments and resignations, if applicable, the
parties
hereto shall deliver mutual releases and discharges in favour of
one
another with respect to any matters arising up to the date of termination
of this Agreement, in terms and substance satisfactory to the parties,
acting reasonably.
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6.5
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Upon
termination of the retainer under this Agreement, the Contractor
shall
promptly return to the Company all correspondence, documents, papers,
records, software, keys and other property of the Company, which
the
Contractor has prepared or obtained in the course of providing the
Services to the Company (and the Contractor shall not retain any
copies
thereof) and the Company shall return to the Contractor and Xxxxxxxx
any
of their property which is in the possession or control of the
Company.
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Article
7
Notices
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7.1
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Notices
to be given under this Agreement shall be in writing and shall be
given to
the parties at the addresses specified below. Any notice given shall
be
deemed to be given on the date delivered if delivered personally
or by
facsimile and shall be deemed to be given 4 days after being mailed
to the
address of the party described below when sent by prepaid registered
mail.
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7.2
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The
address for service of the parties shall
be:
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The
Company:
Suite
250
– 0000 Xxxx Xxxxxxx Xxxxxx
Xxxxxxxxx,
XX, X0X 0X0
Fax
#000-000-0000
The
Contractor and Xxxxxxxx:
0000
Xxxx
0xx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Fax
#000-000-0000
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7.3
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Any
party may change its address for service of notice by written notice
to
the other party.
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Article
8
General
Provisions
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8.1
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This
Agreement evidences the entire agreement between the parties and
cannot be
changed, modified, or supplemented except by a written supplementary
agreement executed by both parties.
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8.2
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This
Agreement shall enure to and be binding upon the Company and its
successors and the Contractor and his successors but otherwise shall
not
be assignable without the written consent of the other
party.
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8.3
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This
Agreement shall be governed by and construed in accordance with the
laws
of the Province of British Columbia, and the parties irrevocably
attorn to
the exclusive jurisdiction of the courts of British Columbia with
respect
to any legal proceedings arising
herefrom.
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8.4
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If
any provision of this Agreement is judicially determined to be void,
illegal or unenforceable, such provision shall be ineffective to
the
extent of such voidness, illegality or unenforceability, but without
invalidating or affecting the validity or enforceability of any remaining
provisions of this Agreement.
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8.5
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In
this Agreement, the singular includes the plural and the plural includes
the singular, and any reference to a gender includes the other
gender.
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8.6
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No
waiver by either party to this Agreement of any default in performance
on
the part of the other party and no waiver by either party of any
breach or
of a series of breaches of any of the terms, covenants or conditions
of
this Agreement shall constitute a waiver of any subsequent or continuing
breach of such terms, covenants or
conditions.
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(signing
on next page)
STRATEGIC
INTERNET INVESTMENTS, INC.
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C/S
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Title:
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“Signed”
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(Authorized
Signatory)
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Title:
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(Authorized
Signatory)
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AXIOM
CONSULTING
CORP.
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C/S
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Title:
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“Signed”
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(Authorized
Signatory)
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Title:
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(Authorized
Signatory)
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SIGNED,
SEALED AND DELIVERED by
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XXXX
XXXXXXXX in the presence of:
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“Signed”
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“Signed”
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Witness
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XXXX
XXXXXXXX
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Name
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Address
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