THIS AGREEMENT made this 1st day of March 1999
BETWEEN
THERMOELASTIC TECHNOLOGIES, INC.,
A Corporation incorporated under the laws of the State of Delaware
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
-and-
P.E.L. MOULDS INC. a/o P.E.L. MANAGEMENT SERVICES, A Corporation
incorporated under the laws of the Province of Ontario.
(hereinafter referred to as "P.E.L."
OF THE SECOND PART
WHEREAS the Corporation carries on the business of marketing and
distributing various acrylic products;
AN WHEREAS the Corporation desires certain financial guidance and
assistance and accounting services with respect to its present business
activities;
AND WHEREAS P.E.L. possesses certain knowledge and familiarity with
accounting services, related financial activities and management
services;
AND WHEREAS the Corporation wishes to avail itself of the knowledge and
familiarity possessed by P.E.L., with respect to accounting services,
related financial activities and management services;
AND WHEREAS P.E.L. wishes to provide the Corporation with its knowledge
and familiarity possessed by it with respect to accounting services,
related financial activities and management services;
AND WHEREAS the parties wish to set out their current arrangements with
respect to the provision and acceptance of such knowledge and
familiarity with respect to accounting services, related financial
activities and management services (herein referred to as the
"Consulting Services";
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the
covenants and agreements herein contained and the sum of Two Dollars
($2.00) of lawful money of Canada and receipt and sufficiency whereof
is hereby irrevocably acknowledged, the parties hereto do hereby agree
as follows.
1. P.E.L. shall provide Consulting Services to the Corporation from
time to time at the request of the Corporation's authorized officers
and executives. P.E.L. shall provide the Consulting Services as
requested promptly and to the best of its abilities and in doing so,
P.E.L. acknowledges and agrees that it shall make Xxxxxxxx X. Xxxxxxx
available for the provision of such Consulting Services and to occupy
the position of Chief Financial Officer of the Corporation.
COST OF CONSULTING SERVICES
2. P.E.L. shall render the Consulting Services at an hourly cost of
ninety dollars ($90.00) plus applicable taxes (to a minimum of Six
Hundred Dollars($600.00) per day plus applicable taxes) which per
hourly cost shall be pro-rated in the event that the Consulting
Services are rendered for only a portion of an hour.
3. The cost of the Consulting Services to be provided by P.E.L. shall
be determined as follows:
4. P.E.L. shall invoice the Corporation biweekly for the cost of the
Consulting Services and upon acceptance of each invoice, the
Corporation shall pay the Consulting Services rendered within fifteen
(15) days from the date of invoice.
5. (a.) If the cost of any Consulting Services invoiced by P.E.L. is
not accepted by the Corporation, the Corporation shall promptly notify
P.E.L. of its rejection of its invoice and the parties shall forthwith
arrange to meet to review and attempt to resolve their differences. If
the parties are unable to resolve their differences, P.E.L. and the
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Corporation shall refer the matter to arbitration by a single
arbitrator to be agreed upon by the parties, such arbitration to be
conducted pursuant to the provision of the Arbitration Act (Ontario).
(b.) The hourly cost of the Consulting Services referred to in
paragraph 2 may be amended, at any time, in writing, upon the mutual
consent of both parties.
6. P.E.L. shall during the currency of this Agreement have the right
to acquire at the price of USD $0.0001 per share, 100,000 free trading
common shares of the Corporation. It is agrees that P.E.L. shall pay
for the 100,000 shares forthwith and that all the share certificate
shall be issued in the name of Xxxxxxxx X. Xxxxxxx.
Confidentiality of Consulting Services, Information and Data
7. (a) P.E.L. acknowledges that, by providing Consulting Services to
the Corporation, it is privy to certain of the information and data
relating to the business and affaires of the Corporation which are
confidential to the Corporation and not known to the public (except by
Statutory or other Public Reporting Requirements) or to competitors of
the Corporation which is the exclusive property of the Corporation.
(b) P.E.L. further acknowledges that it is granted access to the
directors, officers and employees of the Corporation for the purpose of
reviewing and verifying such information and data.
8. P.E.L. hereby covenants and agrees:
(a) not to disclose to any third party and treat in strict confidence
all such information and data except for such information and data that
is in the public domain, as may be required by Statutory of other
Public Reporting Requirements, prior to any disclosure by P.E.L. and
such information and data that becomes known to the public through the
revelations of a third party where such information and data has not
become known to the third party through a breach of P.E.L.'s covenants
herein;
(b) not to use for its own purposes any of the information and
data without the Corporation's prior written or verbal consent;
(c) not to make copies of any information of data without the
Corporations' prior written or verbal consent;
(d) to forthwith return to the Corporation all information and data
and all copies thereof in the possession of P.E.L. upon written demand
by the Corporation.
(e) not to divulge to any person, firm or corporation any name or
names of any or all of the suppliers or customers of the corporation or
knowingly solicit, interfere with or endeavor to entice away from the
Corporation any person, firm or corporation in the habit of dealing
with the Corporation; and
(f) not to interfere with or knowingly entice away any employee of
the Corporation, whether to serve as an employee, agent consultant or
advisor to P.E.L..
9. P.E.L. hereby covenants and agrees to assume total and complete
responsibility for any and all actions of its directors, officers,
employees, agents, consultants or advisors and agrees to instruct all
its directors, officers, employees, agents, consultants or advisors
with regard to covenants and agreements as disclosed in Paragraph 8
contained in this Agreement.
10. P.E.L. hereby covenants and agrees to keep all its statutory
filings, licenses, permits or any and all other legal requirements as
may be necessary to carry on it consulting Services current and up to
date and inform the Corporation of any such non-compliance, as many
occur, where upon this agreement shall become immediately null and
void.
11. The Corporation hereby assumes total and complete responsibility
for all actions, events and happenings that arise, or may arise, as a
result of the Corporation accepting and acting upon the Consulting
Services or actions or activities recommended therein as provided by
P.E.L. to the Corporation and in doing so shall save P.E.L. harmless in
all matters related to such Consulting Services and as a result of the
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Corporation accepting and assuming such Consulting Services as provided
by P.E.L., except to the extent that such Consulting Services and
advice have been negligently or deliberately improperly rendered.
12. Time shall be of the essence of this agreement and every part
thereof.
13. This agreement shall be interpreted in accordance with the laws of
the Province of Ontario and the federal laws of Canada applicable in
the Province of Ontario.
14. The parties hereby irrevocably atone to the exclusive jurisdiction
of the courts of the Province of Ontario.
15. This agreement shall enure in the benefit of the Corporation, the
successors and assigns and be binding upon P.E.L., its successors,
executors, personal representatives and permitted assigns.
16. (a) Either party may terminate this agreement at will, at
anytime, without penalty or interest or other financial consideration
by written notice to the other party not less than sixty (60) days
prior to the effective date of such notice.
(b) Notwithstanding paragraph 15(a), this agreement will be deemed
automatically terminated without further action by either party in the
event that either party becomes insolvent, performs or permits any act
of bankruptcy, liquidation or reorganization become bankrupt or if, a
receiver, trustee or custodian is appointed by either party to
administer to the affairs of that party.
(c) Should the Corporation fail to pay for the cost(s) of the
Consulting Services as described in Paragraph 4 of the agreement and
such costs remain unpaid for a period of sixty (60) days from the date
that such Consulting Services invoices should be paid as described in
Paragraph 4 then P.E.L. may unilaterally terminate this agreement at
will at anytime, without penalty or interest or other financial
consideration by written notice to the Corporation and such Consulting
Services as provided by P.E.L. shall immediately cease.
IN WITNESS WHEREOF the parties have executed this agreement the day and
year written above.
THEREMOELASTIC TECHNOLOGIES, INC.
Per: Dregemar Sichez By X. Xxxxxxxxx
On file
P.E.L. Management Services
Division of P.E.L. Moulds Inc.
Per:
