Bontan Corporation Inc. Toronto, Ontario, Canada M5R 2G3
Bontan Corporation Inc.
00 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx, Xxxxxx X0X 0X0
T: 416-929-1806
F: 000-000-0000
THIS AGREEMENT made as of the 1st
day of July 2009 (the “EFFECTIVE DATE”).
BETWEEN
XXXX XXXXXXXX
(hereinafter referred to as the
“CONSULTANT”)
OF THE
FIRST PART
-and-
BONTAN CORPORATION INC., a
corporation incorporated
under the laws of the province of
Ontario,
(hereinafter referred to as the
“CORPORATION”)
OF THE SECOND PART
WHEREAS the Consultant has certain
considerable expertise in the areas of investment management in small
cap companies portfolio, research and statistical information and knowledge of
several European languages.
AND WHEREAS the Corporation is
currently seeking new businesses primarily in resource sector but also in all
other sectors on a global basis. ( “CORPORATION’S BUSINESS”);
AND WHEREAS the Corporation desires to
obtain and apply the expertise of the Consultant to the Corporation’s
Business:
THIS AGREEMENT WITNESSES that in
consideration of Ten Dollars ($10.00) paid by each party to the other, the
receipt and sufficiency of which is hereby acknowledged by each, together with
the covenants and agreements herein contained, the parties hereto agree as
follows:
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1.
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CONSULTING
SERVICES – The Corporation hereby retains the services of the Consultant,
on a non-exclusive basis, and the Consultant hereby agrees to provide the
consulting services to the Corporation described in this
Agreement.
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2.
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SCOPE
OF SERVICES – The Consultant shall provide all such services that are
required of him by the management and the Board of the Corporation. These
services generally will entail review, monitoring and advising management
of the Corporation’s investments in various small cap public companies,
researching, translating and providing input on any new project
documentations that may be passed on to him by the
management.
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It is
understood by both the parties that Xx. Xxxxxxxx’x role here as consultant is
independent of his role as the owner of Current Capital Corp., which is hired to
provide investor and media relations services under a separate contract and that
there is no overlapping
of functions
in such capacities.
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3.
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QUALIFICATIONS
– The Consultant represents that he has all the necessary knowledge,
experience, abilities, qualifications and contracts to effectively perform
the Services. The Consultant represents that he shall provide
the Services in such manner as to permit the Corporation to have full
benefit of the Consultant’s knowledge, experience, abilities,
qualifications and contacts and that it shall provide the Services in
strict compliance with all applicable laws and
regulations.
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1
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4.
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TERM
OF AGREEMENT – The provision of services by the Consultant to the
Corporation hereunder shall commence on the Effective Date and shall,
subject to Section 14 of this Agreement, remain in force until March 31,
2014. Thereafter, the Corporation may in its sole discretion
extend this Agreement for a further 5 – year term, with any additional
extensions subject to Section 14.
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5.
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COMPENSATION
– Consultant shall be entitled to a fee of $ 8,500 per month plus GST,
payable in advance. Fee may be settled in cash or common shares of the
Corporation as may be mutually agreed from time to
time.
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6.
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CONFIDENTIAL
INFORMATION –
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As used
herein the words “CONFIDENTIAL INFORMATION” include:
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1.
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such
information as a director, officer or senior employee of the Corporation
may from time to time designate to the Consultant as being included in the
expression “Confidential
Information”;
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2.
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any
secret or trade secret or know how of the Corporation or any information
relating to the Corporation or to any person, firm or other entity with
which the Corporation does business which is not known to persons outside
the Corporation including, without limitation, the commission of or
results from any exploration conducted or authorized by the Corporation or
its agents in connection with any of the Corporation’s mining properties
or claims;
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3.
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any
information, process or idea that is not generally known outside of the
Corporation;
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4.
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all
proprietary information relating to the Corporation;
and
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5.
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all
investor information now existing or currently under development by the
Corporation.
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(1)
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The
Consultant acknowledges that the foregoing is intended to be illustrative
and that other confidential information may currently exist or arise in
the future.
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(2)
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The
Corporation and the Consultant acknowledge and agree that the relationship
between them is one of mutual trust and
reliance.
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(3)
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The
Consultant acknowledges that he may be exposed from time to time to
information and knowledge, including Confidential Information relating to
all aspects of the business of the Corporation, the disclosure of any of
which to the Corporation’s competitors, customers, or the general public
may be highly detrimental to the best interests of the
Corporation.
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(4)
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The
Consultant acknowledges that the business of the Corporation cannot be
properly protected from adverse consequences of the actions of the
Consultant other than by restrictions as hereinafter set
forth.
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(5)
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The
Consultant agrees that he will not disclose at any time during the term of
this Agreement or after termination of this Agreement any of the
Confidential Information (whether or not conceived, originated, discovered
or developed in whole or in part by the Consultant) it being expressly
acknowledged and agreed by the Consultant that the Confidential
Information shall be kept strictly confidential at all
times. The Confidential Information shall not include any
information, which is already in the public domain or becomes so through
no fault of the Consultant.
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(6)
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In
the event this Agreement is terminated for any reason whatsoever, whether
by passage of time or otherwise, the Consultant shall forthwith upon such
termination return to the Corporation each and every copy of any
Confidential Information (including all notes, records and documents
pertaining thereto) in the possession or under the control of the
consultant at that time, and the Consultant shall continue to be subject
to the restrictions of this Section 7 notwithstanding termination of this
Agreement.
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(7)
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The
Consultant hereby acknowledges that, as between the Consultant and the
Corporation, the Corporation is and shall remain the sole owner of all
right, title and interest in the Confidential Information, including, but
not limited to any and all rights and copyright, patent, trade secret and
trademark. In the event this Agreement is terminated for any
reason whatsoever, whether by afflux ion of time or otherwise, the
Consultant shall forthwith upon such termination return to the Corporation
each and every copy of any Confidential Information (including all notes,
records and documents pertaining thereto) in the possession or under the
control of the Consultant at that
time.
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8.
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NON
– COMPETITION – The Consultant agrees with the Corporation that the
Consultant will not, for the period commencing on the Effective Date and
until six (6) months following the date of termination of this Agreement,
participate directly or indirectly, in any business which is substantially
similar to the Corporation’s Business or competitive with the
Corporation’s Business anywhere within Canada
whether:
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(1) as a principal or partner;
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(2)
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in
conjunction or association with any incorporated or unincorporated entity
as an officer, director or similar official of any incorporated or
unincorporated entity (including, without restricting the generality of
the foregoing any corporation, partnership, joint venture, association
syndicate or trust) engaged in any of the activities included as part of
the Corporation’s Business (each of which entities is hereinafter referred
to as the “OTHER ENTITY”);
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(3)
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as
the consultant or advisor to or agent of any Other Entity be engaged in
any manner whatsoever, directly or indirectly, in the vermiculite
industry;
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(4)
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as
a holder of shares in any Other Entity engaged in a vermiculite – related
business in such number which, together with all shares in such Other
Entity which are subject to an agreement to, or which in fact, vote (or
otherwise act) in concert with the Consultant, exercise the effective
control of any such Other Entity;
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(5)
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by
canvassing or soliciting on behalf of the Other Entity orders for the
Corporation’s Business; or
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(6)
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by
providing, directly or indirectly, financial or other assistance to a
business which is substantially similar to or competitive with the
Corporation’s Business.
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9.
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CONSULTANT
NOT AN EMPLOYEE – The parties acknowledge and agree that the Consultant
shall provide the Services to the Corporation as an independent contractor
and not as an employee of the Corporation and that an employer – employee
relationship is not created by this Agreement. The Consultant
shall have no power or authority to bind the Corporation or to assume or
create any obligation or responsibility, expressed or implied, on the
Corporation’s behalf, or in its name, nor shall it represent to anyone
that it has such power or authority, except as expressly provided in this
Agreement. As the Consultant is not an employee of the
Corporation, he shall not be entitled to receive from the Corporation any
benefits whatsoever and the Corporation shall not be required to make
contributions for unemployment insurance, Canada Pension, workers
compensation and other similar levies in respect of any fee for services
to be paid to the Consultant pursuant to this
Agreement.
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10.
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NO
DEROGATORY REMARKS – The Consultant agrees with the Corporation that from
and after the Effective Date the Consultant and the Corporation shall not
make any derogatory remarks regarding the Corporation and the Consultant,
respectively, and that the Consultant will not take any act as a result of
which the relations between the Corporation and its suppliers, customers,
employees or others may be impaired or which act may otherwise be
detrimental to the business of the Corporation as the same is now or may
hereafter be carried on by the Corporation. The Corporation
shall be affixed with the same policy as the Consultant in this
regard.
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11.
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CONSULTANT
SHALL NOT CONTRACT ON BEHALF OF CORPORATION – The Consultant shall not
enter into any contract or commitment in the name of or on behalf of the
Corporation or bind the Corporation in any respect whatsoever, nor shall
he represent to anyone that he has such power or authority other than the
powers and authority vested in him under the terms of this
agreement.
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12.
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USE
OF CONSULTANT’S WORK – Notwithstanding any other provisions of this
Agreement, the Corporation shall not be bound to act or otherwise utilize
the Consultant’s advice or materials produced by the Consultant in the
performance of the Services.
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13.
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TERMINATION
–
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(1)
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This
Agreement shall, if not previously terminated as provided for herein,
automatically be terminated at the close of business March 31, 2014,
subject to the sole discretion of the Corporation to extend the Agreement
for a further 5 – year term. Any options not exercised at the
time of notice of termination shall expire fourteen (14) days after the
date of the written notice of
termination.
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(2)
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This
Agreement may be immediately terminated by mutual consent of the parties
at any time during the term of this
Agreement.
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(3)
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The
Corporation or the consultant may immediately terminate this Agreement in
the event that the other party is in breach of any of the terms or
conditions of the Agreement applicable to that other
party.
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(4)
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This
Agreement shall be terminated automatically and with immediate effect if
at any time either the Corporation or the Consultant becomes insolvent or
voluntarily or involuntarily bankrupt, or makes an assignment for the
benefit of either party’s
creditors.
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14.
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INDEMNIFICATION
– The Corporation hereby agrees to indemnify the Consultant and save him
harmless from and against any and all losses, expenses, liabilities,
claims (including fines, penalties and interest thereon), costs (including
legal costs on a solicitor – client basis) and damages for or by reason of
or in any way arising out of the Consultant’s compliance with the terms of
this Agreement.
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15.
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AMENDMENTS
AND WAIVERS – No amendment to this Agreement shall be valid or binding
unless set forth in writing and duly executed by both of the parties
hereto. No waiver of any breach of any term or provision of
this Agreement shall be effective or binding unless made in writing and
signed by the party purporting to give the same and, unless otherwise
provided in the written waiver, shall be limited to the specific breach
waived.
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16.
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ASSIGNMENT
– The Consultant shall not assign, transfer, sub-contract or pledge this
Agreement or any rights or the performance of any obligation arising under
this Agreement, without the prior written consent of the
Corporation.
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SURVIVAL
– Without limitation, the parties acknowledge that Sections 7, 8 and 14
shall survive the termination of this
Agreement.
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SEVERABILITY
– If any provision of this Agreement is determined to be invalid or
unenforceable in whole or in part, such invalidity or unenforceability
shall attach only to such provision or part thereof and the remaining part
of such provision and all other provisions hereof shall continue in full
force and effect.
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19.
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FURTHER
ASSURANCES – Each party hereto agrees from time to time, subsequent to the
date hereof, to execute and deliver or cause to be executed and delivered
to the other of them such instruments or further assurances as may, in the
reasonable opinion of the other of them, be necessary or desirable to give
effect to the provisions of this
Agreement.
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20.
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GOVERNING
LAW – This Agreement and the rights and obligations and relations of the
parties hereto shall be governed by and construed in accordance with the
laws of the Province of Ontario and the federal laws of Canada applicable
therein (but without giving effect to any conflict of laws
rules). The parties hereto agree that the courts of Ontario
shall have jurisdiction to entertain any action or other legal proceedings
based on any provisions of this Agreement. Each party hereto
does hereby attorn to the jurisdiction of the courts of the Province of
Ontario.
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IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
SIGNED,
SEALED AND
DELIVERED
) by: /S/ Xxxx Xxxxxxxx
) Xxxx
Xxxxxxxx
) Consultant
)
) by: /S/ Xxx
Xxxx
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)
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Bontan
Corporation
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Inc.
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) Per:
) Name: Xxx
Xxxx,
CEO
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