EXHIBIT 4.3
CONSULTING AGREEMENT
THIS AGREEMENT made this second day of November, 1999, between COi Solutions,
Inc, the ("Company"); and and Saran Associates and Xxxxx Xxxxxx the Individual,
hereinafter referred to collectively as the ("Consultant")., hereinafter
referred to collectively as the ("Consultant").
WHEREAS:
The Company is engaged in the design, sourcing, development, licensing,
marketing and distribution of various business solutions and related consulting
services to both business and international markets.
The Company and the Consultant have agreed to enter into an business
relationship for their mutual benefit.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained
in this Agreement and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged by each of the parties), the
parties hereto agree as follows:
1. RETAINER.
a) The Company retains the Consultant to undertake the duties and exercise
the powers as a Consultant, and outlined herein with the terms and
conditions set forth in this Agreement;
b) The Consultant specifically undertakes and shall be responsible for
providing services relating to the prime business of the Company. All
services will be directed by the Company, including by not exclusive to;
due diligence relating to the Company's business relatonships/potential
mergers and acquisitions, marketing and business strategic planning and
business development in geographic areas where the Company operates.
2. TERM.
The appointment shall commence with effect from November 2, 1999, for
two years with an option to renew on mutually acceptable terms for a further
period of two years.
3. COMPENSATION.
The remuneration of the Consultant for his services shall be based on
each completed project as directed by the Company through an agreed to Statement
of Work.
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4. EXPENSES.
It is understood and agreed that the Consultant will incur expenses in
connection with his duties under this Agreement. The Company will reimburse the
Consultant for any accountable expenses provided that the Consultant provides
the Company with a written account within reasonable time of incurring the
expense. The Consultant will not be reimbursed for any item in excess of US
$500.00 unless approved in advance by the Company.
5. SERVICE.
a) The Consultant shall faithfully serve the Company and use his best
efforts to promote the interests thereof and shall not disclose the
business affairs or trade secrets of the Company to any person for any
purposes other than those of the Company;
b) It is acknowledged that this retainer of the Consultant by the the
Company is on a part-time basis and that should this situation change
that the Company and the Consultant will endeavour to adjust this
Agreement accordingly.
6. INTELLECTUAL PROPERTY.
Intellectual Property means all legally recognised rights that result
or derive from the Consultant's services provided to the Company or with the
knowledge, use or incorporation of Confidential Information, and includes but is
not limited to developments, inventions, designs, works of authorship,
topographies, improvement and ideas, whether or not patentable, copyrightable or
registrable, conceived or made by the Consultant (individually or in
collaboration with others) during the Term or which result from or derive from
the Company or which are reasonably related to the business of the Company.
7. TERMINATION OF ENGAGEMENT.
The parties understand and agree that this Agreement may be terminated
in the following manner in the specified circumstances:
a) By the Consultant or the Company, at any time, for any reason, on
the giving of three months' written notice to the other Party;
b) By the Company, in his absolute discretion, without any notice or
compensation in lieu thereof, for any material breach of the provisions
of this Agreement.
8. THE COMPANY'S PROPERTY.
The Consultant acknowledges that all items of any and every nature or
kind created or used by the Consultant pursuant to the Consultant's engagement
under this Agreement, or furnished the Company by the Consultant, and all
equipment, books, records, reports, files, manuals, literature, Confidential
Information or other materials shall remain and be considered the exclusive
property of the Company at all times and shall be surrendered to the Company, in
good condition, promptly on the termination of the Consultant's engagement
irrespective of the time, manner or cause of the termination.
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9. CONFIDENTIAL INFORMATION
a) The Consultant acknowledges that he will acquire information
about certain matters and things which are confidential to the
Company ("Confidential Information"), and which information is
the exclusive property of the Company including but not
limited to the following:
i) product design and manufacturing information and
computer programs, codes, materials, prototypes,
products samples, analyses, reports;
ii) names and addresses, buying habits and preferences of
present customers of the Company, as well as
prospective customers and all other proprietary
lists;
iii) pricing and sales policies, techniques and concepts;
iv) trade secrets; and
v) other Confidential Information concerning the
business operations or financing of the Company.
c) The Consultant acknowledges the information as referred to in
paragraph 9(a) could be used to the detriment of the Company.
Accordingly, the Consultant undertakes not to disclose same to
any third party either during the term of his employment
except as may be necessary in the proper discharge of his
employment under this Agreement, or after the term of his
employment, however caused, except with the written permission
of an officer of the Company.
10. ASSIGNMENT OF RIGHTS.
The rights which accrue to the Company under this Agreement shall pass
to its successors or assigns. The rights of the Consultant under this Agreement
are not assignable or transferable in any manner.
11. NOTICES.
a) Any notice required or permitted to be given to the Consultant shall
be sufficiently given if delivered to the Consultant personally or if
mailed by registered mail to the Consultant's address last known of the
Company;
b) Any notice required or permitted to be given to the Company shall be
sufficiently given if mailed by registered mail to the the Company
office at its address last known to the Consultant.
12. SEVERABILITY.
In the event that any provision or part of this Agreement shall be
deemed void or invalid by a court of competent jurisdiction, the remaining
provisions or parts shall be and remain in full force and effect.
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13. ENTIRE AGREEMENT.
The contract constitutes the entire Agreement between the parties with
respect to the engagement and appointment of the Consultant and no
representations, promises, agreements or understandings, written or oral,
express or implied, not contained in this Agreement, shall be valid or binding
unless it is in writing and signed by the party intended to be bound. No waiver
of any provision of this Agreement shall be valid unless the same is in writing
and signed by the party against whom the waiver is sought to be enforced;
moreover, no valid waiver of any provision of this Agreement at any time shall
be deemed a waiver of any other provision of this Agreement at the time or shall
be deemed a valid waiver of the provision at any other time.
14. MODIFICATION OF AGREEMENT.
Any modification to this Agreement must be in writing and signed by the
parties or it shall have no effect and shall be void.
15. HEADINGS.
The headings used in this Agreement are for convenience only and are
not to be construed in any way as additions to or limitations of the covenants
and agreements contained in it.
16. GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the
State of Nevada
IN WITNESS WHEREOF, this Agreement has been executed by the parties to it, the
day, month and year first written above.
EXPEDIACOM SOLUTIONS, INC. SARAN ASSOCIATES
Per:_________________________ Per:______________________
Name: Xxxxxx X. Xxxxxx, President Name: Xxxxx Xxxxxx, President
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