CONTRACT FOR LEGAL SERVICES
THIS AGREEMENT is made as of the 1st day of September, 2005.
BETWEEN:
M. XXX XXXXXXX PERSONAL LAW CORPORATION 147, 0000 Xxxxxxxx Xxxx, Xxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
("Contractor")
OF THE FIRST PART
AND:
EYI INDUSTRIES, INC.,
ESSENTIALLY YOURS INDUSTRIES, INC.,
642706 B.C. LTD. (dba EYI MANAGEMENT), ESSENTIALLY YOURS INDUSTRIES (CANADA),
INC., ESSENTIALLY YOURS INDUSTRIES (HONG KONG) LIMTED, RGM INTERNATIONAL,
INC. and WORLD WIDE BUYERS CLUB, INC.
of 0000 Xxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx, X0X 0X0
(the "EYI" Group of Companies)
OF THE SECOND PART
WHEREAS:
A. EYI is a group of companies in the business of marketing health and wellness
products through multi-level marketing;
B. M. Xxx Xxxxxxx ("Xxxxxxx") is a barrister and solicitor, called to the Bar in
British Columbia, and practices law by providing legal services through the
Contractor;
C. EYI wishes to hire the services of Xxxxxxx by entering into this agreement
with the Contractor;
X. Xxxxxxx, through the Contractor operating as "Xxxxxxx & Company", is
presently providing legal services to several clients including EYI, and EYI has
invited Xxxxxxx to be "General Counsel" for EYI;
E. EYI has accordingly requested Xxxxxxx to wind down his legal practice over
the coming months and to assume an increasing workload for EYI, and Xxxxxxx is
working to this end;
F. Until Xxxxxxx has advised EYI that he is free to take on more EYI work than
is contemplated by this agreement, EYI will engage the services of Xxxxxxx by
initially contracting with the Contractor on the terms set forth under this
agreement;
G. It is the intention of the parties to renegotiate to increase the
Contractor's remuneration under this agreement when Xxxxxxx is able to take on
more of EYI's work;
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NOW THEREFORE in consideration of the premises and the promises set forth
herein, and for other good and valuable consideration, paid and received, the
parties agree as follows:
1. Effective September 1, 2005, EYI will engage the services of Xxxxxxx through
the Contractor, by agreeing to remunerate the Contractor for services to be
provided to EYI by Xxxxxxx.
2. The term of this agreement shall be month-to-month, terminable by either
party on one full month's written notice to the other party, such notice to be
effective from the first day of the calendar month following receipt of the
notice.
3. EYI is engaging the Contractor as an independent contractor and not as an
employee. However, the Contractor or its nominee(s) will be entitled to
participate in all EYI benefits and incentives plans for its directors, officers
or employees.
4. Xxxxxxx, acting through the Contractor, will be the General Corporate Counsel
for EYI, and shall perform such duties, assume such responsibilities and
exercise such authority as may be assigned from time to time to me by either Xxx
Xxxxxxxx or Xxxx X'Xxxxx. Xxxxxxx'x duties, responsibilities and authority will
be consistent with those customarily expected from a general counsel (corporate
solicitor or litigation counsel) of a company comparable in size and type of
business to EYI, provided that:
(a) Xxxxxxx (on behalf of the Contractor) shall be expected to work not more
than one (1) day per week on EYI matters, and he may do so from either the
Xxxxxxx & Company office or from EYI's Burnaby office, at his sole discretion,
and EYI shall provide Xxxxxxx with a furnished and properly equipped office at
Burnaby, and secretarial services;
(b) Any services that Xxxxxxx render in connection with the Suhl Action (SCBC
Action S61589, New Westminster) shall be excluded from this arrangement and
shall be continued to be billed separately by Xxxxxxx & Company;
(c) As Xxxxxxx will only be working for EYI on a part-time basis, Xxxxxxx and
the Contractor shall specifically be permitted to render legal services to other
clients;
(d) Where, in Xxxxxxx'x professional opinion, it is desirable or necessary for
EYI to hire outside legal counsel, Xxxxxxx shall be responsible to engage and
direct such outside legal counsel, and to co-ordinate legal work with outside
legal counsel for legal tasks outside my areas of expertise. In such case, EYI
will be responsible to pay for any contracted services approved by Xxxxxxx on
behalf of EYI.
5. For Xxxxxxx'x services, EYI will pay the Contractor a monthly fee of $8,000
(USD) plus taxes, plus an initial signing bonus of a treasury issuance to the
Contractor or its nominee(s) of 500,000 shares of restricted stock of EYI
Industries, Inc. The monthly fee and signing bonus, plus stock options and other
benefits will be reviewed for the future when the parties work out their
longer-term arrangement. In addition, EYI will reimburse all reasonable,
receipted out-of-pocket expenses incurred by Xxxxxxx or the Contractor in
connection with the Contractor's performance of this contract.
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6. The Contractor will invoice EYI at the end of each calendar month for the
agreed monthly fee set out in paragraph 5 above, and EYI will pay the balance
invoiced promptly. Any balance remaining unpaid after 30 days will incur
interest at 18% per annum. EYI has furnished the Contractor with a retainer of
$12,000 to cover any unpaid remuneration, and the Contractor is authorized to
apply this retainer to satisfy any unpaid remuneration in the future.
7. The Contractor has represented to EYI that Xxxxxxx has not purchased any
excess liability insurance. If EYI wishes to make any claim in the future for
compensation for any professional liability of Xxxxxxx or the Contractor in
respect of any services to be rendered by Xxxxxxx under this agreement, such
claim(s) shall be limited to the maximum of Xxxxxxx'x insurance coverage on the
effective date that the claim arose. If EYI wishes Xxxxxxx to purchase excess
liability insurance to meet EYI's needs, EYI will pay for such excess liability
insurance.
8. EYI acknowledges that EYI has been counselled by Xxxxxxx to obtain
independent legal advice prior to executing this agreement, and EYI represents
to the Contractor that it is a sophisticated party and has waived its right to
independent legal advice.
9. This agreement shall be governed by the laws of British Columbia, and all
disputes shall be resolved by mediation between the parties, and failing such
resolution within 30 days of the receipt by any party of an invitation to
mediate (which shall specify the issue in dispute), the parties shall resolve
the dispute by arbitration or litigation by attorning to the jurisdiction of
British Columbia.
10. This agreement may be signed in counterparts and delivered by facsimile.
IN WITNESS WHEREOF the parties have executed this agreement as of the date first
above written.
M. XXX XXXXXXX PERSONAL LAW CORPORATION
Per:
/s/ signed
M. Xxx Xxxxxxx (Authorized Signatory)
EYI INDUSTRIES, INC.,
ESSENTIALLY YOURS INDUSTRIES, INC., 642706 B.C. LTD. (dba EYI MANAGEMENT),
ESSENTIALLY YOURS INDUSTRIES (CANADA), INC., ESSENTIALLY YOURS INDUSTRIES
(HONG KONG) LIMTED, RGM INTERNATIONAL, INC. and WORLD WIDE BUYERS CLUB,
INC.
Per :
/s/ signed
Xxx Xxxxxxxx (Authorized Signatory)
/s/ signed
Xxxx X'Xxxxx (Authorized Signatory)
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