ENGAGEMENT AGREEMENT
THIS
AGREEMENT
made as
of the 1st day of _____, 2006.
BETWEEN:
GLOBAL
DEVELOPMENTS INC.,
a Nevada
corporation having an office located at 000-000 X. Xxxxxxxx Xx., Xxxxxxxxx,
XX,
X0X 0X0
(the
"Company")
OF
THE FIRST PART
AND:
XXXXXXX
XXXXXX,
a
businessperson of the United Kingdom
(the
"Advisor")
OF
THE SECOND PART
WHEREAS:
A. The
Company is a publicly traded company developing junior companies.
B. The
Company wishes to engage the Advisor on a non-executive basis on the terms
and
conditions of this Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the material promises and conditions contained in this
Agreement, the Company and the Advisor agree as follows:
1.
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Engagement
|
The
Company hereby engages the Advisor as a Senior Global Advisor to
the
Advisory Board of the Company and the Advisor hereby accepts the
engagement upon the terms and conditions hereinafter set
forth.
|
2.
|
Period
of Engagement
|
Subject
to the provisions for termination as hereinafter provided, the term
of the
engagement shall be for an initial period of one year commencing
on the
effective date of this agreement and shall automatically renew thereafter
for one (1) year periods with the mutual agreement of the parties
(the
"Period
of Engagement"),
unless the Company or the Advisor gives the other party 60 days written
notice of non-renewal, in which case this Agreement will
terminate.
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3.
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Services
|
The
Advisor agrees to serve in the position and carry out the duties
and
responsibilities described in Schedule "A" and perform such other
services as may be designated from time to time by the
Company.
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4.
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Compensation
|
(a) |
Fee
|
For
all services rendered by the Advisor under this Agreement, the Company
shall pay the Advisor a one time fee of 2,500,000 shares with a par
value
of $0.001 for a deemed value of $25,000 USD of common stock of the
Company.
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(b)
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Incentives/Bonuses
|
In
addition to the fee set forth above, the Advisor shall be compensated
from
time to time by the issuance of additional shares on a performance
basis.
Such compensation shall be on an irregular basis and shall be negotiated
directly between the Company and the
Advisor.
|
(c)
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Expenses
Reimbursement
|
The
Company will reimburse the Advisor for the costs of all travel to meetings
where
attendance has been specifically requested by the Company, and will provide
advisory fees not to exceed $4,000 USD per month.
5.
|
N/A
|
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6.
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Termination
of Engagement
|
(a) |
Termination
by the Company
|
The
Company may at any time during the Period of Engagement terminate this Agreement
for cause, without notice and without liability for any claim, action or demand
upon the happening of one or more of the following events:
(i) |
if
the Advisor, fails or refuses, repeatedly, to comply in any material
respect with the reasonable policies, standards or regulations of
the
Company established from time to time in writing and in accordance
with
this Agreement;
|
(ii) |
if
the Advisor fails to perform in any material respect his duties determined
by the Company in accordance with this Agreement and consistent with
the
customary duties of the Advisor’s
engagement;
|
(iii) |
if
the Advisor conducts himself in a wilfully dishonest, or an unethical
or
fraudulent manner that materially discredits the Company or is materially
detrimental to the reputation, character or standing of the Company;
or
|
(iv) |
if
the Advisor conducts any unlawful or criminal activity, which activity
materially discredits the Company or is materially detrimental to
the
reputation, character or standing of the
Company.
|
Notwithstanding
the above, the Company may at any time during the Period of Engagement terminate
this Agreement by paying to the Advisor a lump sum amount equal to three month’s
fee, and by providing to the Advisor the amount of any performance bonus to
which the Advisor would have been entitled or becomes entitled to pursuant
to
Section 4(b) above.
(b) Termination
by the Advisor
The
Advisor may terminate this Agreement at any time by providing 60 days written
notice to the Company and any fee or performance bonus to which the Advisor
would have been entitled or becomes entitled to pursuant to Section 4(b) above
will cease on the date of termination.
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7. Property
of the Company
The
Advisor hereby acknowledges and agrees that all personal property,
including without limitation, all books, manuals, records, reports,
notes,
contracts, lists, and other documents, proprietary information (as
defined
below), copies of any of the foregoing, and equipment furnished to
or
prepared by the Advisor in the course of or incidental to his engagement,
including, without limitation, records and any other materials pertaining
to the Company or its business, belonging to the Company shall be
promptly
returned to the Company upon termination of the Period of
Engagement.
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8. Proprietary
Information and Non-Competition
(a)
|
Proprietary
Information
|
"Proprietary
Information"
means information about the Company disclosed to the Advisor, known
by the
Advisor or developed by the Advisor, alone or with others, in connection
with his engagement by the Company, which is not generally known
to the
industry in which the Company is or may become engaged about the
Company's
products, processes, and services, including but not limited to,
information relating to customers, sources of supply, personnel,
sources
or methods of financing, marketing, pricing, merchandising, interest
rates, or sales.
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(b)
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Non-Disclosure
of Proprietary Information
|
The
Advisor acknowledges that all Proprietary Information is received
or
developed by him in confidence and is the property of the Company.
During
the period of engagement and thereafter, the Advisor will not, directly
or
indirectly, except as required by the normal business of the Company
or
expressly consented to in writing by the
Company:
|
(i)
|
disclose,
publish or make available, other than to an authorized employee,
Advisor,
or Advisor of the Company, any Proprietary
Information;
|
(ii)
|
sell,
transfer or otherwise use or exploit any Proprietary
Information;
|
(iii)
|
permit
the sale, transfer, or use or exploitation of any Proprietary Information
by any third party; or
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(iv)
|
retain
upon termination or expiration of the Period of Engagement any Proprietary
Information, any copies thereof or any other tangible or retrievable
materials containing or constituting Proprietary
Information.
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(c)
|
Disclosure
of Proprietary Information
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If,
at any time, the Advisor becomes aware of any unauthorized access,
use,
possession or knowledge of any Proprietary Information, the Advisor
shall
immediately notify the Company. The Advisor shall provide all reasonable
assistance to the Company to protect the confidentiality of any such
Proprietary Information that the Advisor may have directly or indirectly
disclosed, published or made available to third parties in breach
of this
Agreement, including, but not limited to, reimbursement for any and
all
solicitor's fees that the Company may incur to protect its rights
therein.
The Advisor shall take all reasonable steps requested by the Company
to
prevent the recurrence of such unauthorized access, use, possession
or
knowledge.
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(d)
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Interference
with Business
|
During
the Period of Engagement, the Advisor shall devote sufficient time,
ability and attention to the business of the Company. During the
Period of
Engagement, the Advisor shall not, directly or indirectly, compete
or
assist any third party in competing with the Company. Following the
Period
of Engagement, the Advisor shall
not:
|
(i)
|
employ
any Proprietary Information for himself or in the service of others
or
interfere with the Company's relationship with its clients, purchasers
or
suppliers;
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(ii)
|
use
Proprietary Information to solicit business for himself or in the
service
of others from clients, suppliers or purchasers of the
Company;
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(iii)
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in
any way breach the confidence that the Company has placed in the
Advisor;
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(iv)
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misappropriate
any Proprietary Information; or
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(v)
|
breach
any of the provisions of this
section.
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9. Assignment,
Successors and Assigns
The
Advisor agrees that he will not assign, transfer or otherwise dispose
of
any rights or obligations under this Agreement. Any such purported
assignment or transfer shall be null and void. Nothing in this Agreement
shall prevent the consolidation of the Company with, or its merger
into,
any other corporation, or the sale by the Company of all or substantially
all of its properties or assets, or the assignment by the Company
of this
agreement and the performance of its obligations hereunder to any
successor in interest or any affiliated company. Subject to the foregoing,
this Agreement shall be binding upon and shall enure to the benefit
of the
parties and their respective heirs, legal representatives, successors,
and
permitted assigns, and shall not benefit any person or entity other
than
those enumerated above.
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10. General
Provisions
(a)
|
Any
notices to be given hereunder by either party to the other shall
be in
writing and may be transmitted by personal delivery or by mail, registered
or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the address appearing
in the
introductory section of this Agreement, but each party may change
that
address by written notice in accordance with this section. Notice
delivered personally shall be deemed communicated as of the date
of actual
receipt; mailed notices shall be deemed communicated two days after
the
date of mailing.
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(b)
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This
Agreement supersedes any and all other agreements, either oral or
in
writing, between the parties hereto with respect to the engagement
of the
Advisor by the Company, and contains all of the covenants and agreements
between the parties with respect to that engagement in any manner
whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf
of any
party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid
or
binding on either party.
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(c)
|
The
parties hereto agree and warrant to use best efforts, due diligence,
and
to maintain full disclosure of all matters of the business and conduct
of
the parties in respect to this
Agreement.
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(d)
|
The
parties hereunto agree and acknowledge that they have each sought
separate
counsel because the effects of this Agreement are material to their
fortunes, and the consequences of this Agreement are onerous, far
reaching
and engage serious obligations.
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(e)
|
Any
modification of this Agreement will be effective only if it is in
writing
and signed by the party to be bound
thereby.
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(f)
|
The
failure of either party to insist on strict compliance with any of
the
terms, covenants, or conditions of this Agreement by other party
shall not
be deemed a waiver of that term, covenant or condition, nor shall
any
waiver or relinquishment of any right or power at any one time or
times be
deemed a waiver or relinquishment of that right to power for all
or any
other times.
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(g)
|
If
any provision to this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
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(h)
|
This
Agreement shall be governed by and construed in accordance with the
laws
and courts of the Province of British
Columbia.
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(i)
|
The
parties hereto agree to execute and to cause to be effected such
additional documents or matters as shall be required to fully and
effectually achieve the intent hereof and to achieve matters collateral
hereto including, but not limited to necessary corporate resolutions,
necessary regulatory filings, specific management agreements, or
such
other matters required between the parties that are necessary to
effect
the intent of this Agreement and matters
collateral.
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IN
WITNESS WHEREOF
the
parties have duly executed this Agreement as of the date first written
above.
THE CORPORATE SEAL of | ) | |
GLOBAL DEVELOPMENTS INC. | ) | |
was hereunto affixed in the presence | ) | |
of its duly authorized signatory: | ) | |
) | ||
) | ||
Authorized Signatory | ) | |
SIGNED, SEALED AND DELIVERED by | ) | |
XXXXXXX XXXXXX in the presence of | ) | |
) | ||
) | ______________________________ | |
Witness Signature | ) | XXXXXXX XXXXXX |
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