CONTRACT FOR CONSULTING SERVICES THIS AGREEMENT dated as of the 1st day of November , 2004.
EXHIBIT 10-3
CONTRACT FOR CONSULTING SERVICES
THIS AGREEMENT dated as of the 1st day of November , 2004.
BETWEEN:
Coastport Capital Inc. having an office at Suite 501 – 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (the “Corporation”)
OF THE FIRST PART
AND:
Xxxxxxx Xxxxx of Suite 501 – 000 Xxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0 (the “Contractor”)
OF THE SECOND PART
WHEREAS:
| A. | The Corporation wishes to retain the Contractor
to provide services as an external senior strategic planning and marketing
consultant. |
| B. | The Contractor has represented to have the expertise
to provide strategic planning and marketing advice. |
NOW THEREFORE, in consideration of the mutual covenants, premises, agreements and conditions herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties) the Contractor and the Corporation hereby agree as follows:
| 1. | INTERPRETATION |
|
For all purposes of this Agreement, except as otherwise expressly provided: |
| (a) | this “Agreement” means this contract
for the provision of services as an external senior strategic planning
and marketing consultant, as from time to time supplemented or amended
by one or more agreements entered into pursuant to the applicable provisions
hereof; |
| (b) | the words “herein”, “hereof”
and “hereunder” and other words of similar importance refer
to this Agreement as a whole and not to any particular paragraph, sub-paragraph
or other subdivision; |
| (c) | all references to currency mean lawful currency
of Canada; |
| (d) | the headings are for convenience only and are not
intended as a guide to interpretation of this Agreement or any portion
hereof; and |
| (e) | “Termination Date” means the date which
is 12 months after the date of this Agreement. |
| 2. | ENGAGEMENT |
| (a) | The Corporation hereby engages the Contractor and
the Contractor hereby undertakes the engagement by the Corporation; and
|
| (b) | The Contractor’s engagement will commence
on the date of this Agreement and continue until the Termination Date
or until earlier terminated as hereinafter provided. This Agreement may
be renewed upon the mutual agreement of the Corporation and the Contractor.
|
| 3. | SENIOR STRATEGIC PLANNING AND MARKETING CONSULTANT SERVICES |
| (a) | The Contractor agrees to provide the following
services (collectively the “Consulting Services”): |
||
| (i) |
consult with and advise the Corporation
with respect to Marketing Coastport Capital Inc. |
||
| (a)
|
consult with and advise and assist the Corporation
in matters pertaining to the Corporation’s on-going refinement of
its business plan including strategic planning and development strategies;
and |
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| (b) |
consult with and advise and assist the Corporation
with respect to its business plan, feasibility studies and appraisal of
prospective transactions including developing appropriate presentations,
project analysis reports and other reports. |
||
| (c) |
The contractor shall devote as much time and attention
as is necessary to carry out the Consulting Services. The parties hereto
agree that the Contractor is entitled to contract with or be employed
by other firms, companies, persons or other entities to provide the Consulting
Services with the permission of the Corporation. |
||
| (d) |
In providing the Consulting Services, the Contractor
shall comply with all applicable laws, regulations, orders and/or policies
of all |
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relevant regulatory authorities and without limiting
the generality of the foregoing, shall comply with any and all applicable
requirements of the Securities Act (British Columbia) (the “Act”).
|
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| 4. | COMPENSATION | ||
| (a) | During the term of this Agreement, the Contractor
will be paid a monthly retainer of $4,000 + GST payable on the first
of each month as well as a negotiable options package. |
| (b) | The Corporation will reimburse the Contractor for
all pre-authorized reasonable travel expenses, including car rentals,
food, cellular phone and lodging and sundry expenses, and all other reasonable
out of pocket expenses incurred in connection with the provision of Consulting
Services to the Corporation within 30 days of presentation of receipts
or other evidence satisfactory to the Corporation in respect of such expenses
and provided that such expenses have been approved by the Corporation.
All expenses over Cdn$200 must have prior approval of the Corporation.
|
| 5. | TERMINATION |
| (a) | If the Contractor: |
|
| (i) |
fails to comply with any provision of this Agreement,
conduct himself in a manner inconsistent with the terms of this Agreement
or detrimental to the business or reputation of the Corporation, which
determination shall be made in a bona fide and reasonable manner, and
if the Contractor persists in such non-compliance or conduct after receiving
written notice of such determination; or |
|
| (ii)
|
shall commit an act of fraud or dishonesty, as determined
by the board of directors of the Corporation, which determination shall
be made in a bona fide and reasonable manner. |
|
| then the Corporation at its option may,
without prejudice to any rights or remedies it may have against the Contractor,
forthwith by written notice to the Contractor, terminate this Agreement
and the engagement of the Contractor here under and the Corporation shall
be under no further obligation to the Contractor except to pay to the
Contractor the compensation that the Contractor may be entitled to receive
pursuant to Section 4 hereunder for Consulting Services rendered and expenses
incurred to the date that written notice is received by the Contractor.
|
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| (b) | Upon any termination of this Agreement
or the expiry of this Agreement, the Contractor shall at once deliver
or cause to be delivered to the Corporation all books, documents, records,
data effects, reports or other property belonging to the Corporation or
for which the Corporation is liable to others, which are in the possession,
charge, control or custody of the Contractor. |
|
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| (c) | This Agreement is for an initial term
of twelve months and may be extended by mutual agreement for a term decided
upon and agreed to by both parties to this Agreement. |
|
| (i)
|
Either party may terminate this Agreement with 30
days notice in writing, with all outstanding obligations to be met up
to the effective date of termination. |
|
| 6. | SUCCESSORS, BINDING AGREEMENT | |
| (a) | The Corporation shall require any successor (whether
direct or indirect, by purchase, merger, amalgamation, arrangement, consolidation
or otherwise), by agreement in form and substance satisfactory to the
Contractor, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Corporation would be required
to perform if no such succession had taken place. As used in the Agreement,
“successor” means any successor to its business or assets
which executes and delivers the agreement provided for in this Subsection
6(a) or which otherwise becomes bound by all the terms and provisions
of this Agreement by operation of law. |
| (b) | This Agreement shall enure to the benefit of and
be enforceable by the Contractor’s personal or legal representatives,
executors, administrators, successors, heirs, devises and legatees. |
| 7. | NOTICES For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be delivered personally or sent by facsimile addressed as follows: |
| (a) | If to the Contractor: | Xxxxxxx Xxxxx |
| Suite 000-000 Xxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxx Xxxxxxxx | ||
| X0X 0X0 | ||
| Fax: 000 000 0000 | ||
| (b) | If to the Corporation: | Coastport Capital Inc. |
| Xxxxx 000-000 Xxxx Xxxxxx | ||
| Xxxxxxxxx, Xxxxxxx Xxxxxxxx | ||
| X0X 0X0 | ||
| Fax: 000 000 0000 | ||
Any notice personally delivered
shall be deemed to have been given by the sender and received by the addressee
at the time of delivery. Any notice sent by facsimile shall be deemed
to have been given by the sender and received by the addressee on the
first business day after it was transmitted. |
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| 8. | GOVERNING LAW |
| The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the Province of British
Columbia. These terms and conditions of agreement are subject to the rules
and regulations of the TSX Venture Exchange, the BC Securities Commission
and any other governing or regulatory bodies. |
|
| 9. | MISCELLANEOUS |
| No provisions of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Contractor and the Corporation. No
waiver by either party hereto at any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar
or dissimilar provisions or conditions at the same or at any prior or
subsequent time. No agreement or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by
either party which are not set forth expressly in this Agreement. This
Agreement may not be assigned by either party hereto without the written
consent of the other. |
|
| 10. | SEVERABILITY |
| The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability or any
other provision of this Agreement, which shall remain in full force and
effect. |
|
| 11. | COUNTERPARTS |
| This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together
will constitute one and the same agreement. |
|
| 12. | CONFIDENTIALITY |
| The Contractor shall not either during the continuance
of our engagement or at anytime thereafter divulge, publish or otherwise
reveal either directly or indirectly or through any person, firm or corporation
the private affairs or secrets of the Corporation to any person or persons
other than the directors of the Corporation and shall not without the
written consent of the Corporation either during the continuance of our
engagement or at any time thereafter, use for our own purpose or any purpose
other than those of the Corporation any information I may acquire in relation
to the business and affairs of the Corporation except such information
which is in the public domain or is required by law to be disclosed. The
Contractor agrees, during the term of our engagement hereunder, and at
all times thereafter to keep confidential all information and material
provided to him by the Corporation, accepting only such information as
is already known to the public or required by law to be disclosed, and
including any such information and material in relation to any customer,
vendor or other |
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| party transacting
business with the Corporation, and not to release, use or disclose the
same except with the prior written permission of the Corporation. The
written understanding shall survive the Termination Date or the expiry
of the Agreement, even if occasioned by the Corporation’s breach
or wrongful termination. |
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| 13. | INDEPENDENT
CONTRACTOR |
|
(a) |
In performing the Consulting
Services, the Contractor shall operate as, and shall have the status of,
an independent Contractor and shall not act or hold himself out as or
be an agent of the Corporation and shall not bind the Corporation to any
agreement or transaction. |
|
(b) |
The Contractor acknowledges
that he is operating as an independent contractor, not an employee or
agent of the Corporation and as such the Corporation makes no deduction
from monies paid for Consulting Services performed (including any retainer
fee, if applicable) for any government statutory taxation plan including
income tax, government pension plan and unemployment insurance premiums;
and that he is responsible for reporting and remitting any monies owing
directly to the Government as and when required. The Contractor acknowledges
and agrees that he is responsible for providing at his own cost, coverage
for medical, dental, general automobile liability, comprehensive general
liability, travel, disability, and for the Contractor and his employees,
subcontractors, agents and representatives, if any, and that the Corporation
is not under any obligation to provide or pay for any such insurance. |
|
IN WITNESS WHEREOF the parities have caused this Agreement to be executed and delivered as of the day and year above first set forth.
| Coastport Capital Inc. | ||
| Per: “Xxxxxx X. Xxxxxx” | ||
| XXXXXX X. XXXXXX | ||
| Title: | ||
| President | ||
| "Xxxxxxx Xxxxx" Xxxxxxx Xxxxx |
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