EXHIBIT 10.11
BUSINESS AND INVESTMENT CONSULTING AGREEMENT
THIS BUSINESS AND INVESTMENT CONSULTING AGREEMENT ("Agreement") is
made and entered into in duplicate effective this 15th day of October, 2001
("Effective Date"), by and among Blade Internet Venture Inc. a Nevada
corporation ("Corporation"), and Westin Capital Inc., a British Columbia
corporation ("Consultant").
RECITALS
A. The Corporation is in the business of offering organizations,
clubs and events online registration services through a Web portal.
B. The Corporation desires to obtain initial funding in the
principal amount of $2,000,000.00. In that regard, the Corporation desires to
offer and sell in appropriate transactions exempt from the registration and
prospectus delivery requirements of the Securities Act of 1933, as amended
("Act"), 2,666,667 units comprised of (i) one share of common stock of the
Corporation and (ii) one warrant enabling the holder thereof to purchase one
share of the Corporation's common stock at a purchase price of $1.50 until
November 30, 2002 ("Units") for a total amount of $2,000,000.00 ("Initial
Funding").
C. The price of each Unit shall be $.75.
D. The Corporation desires to obtain additional funding in the
principal amount of $3,000,000.00 prior to March 31, 2001 ("Second Funding").
E. The Consultant is aware of investors, individual and
institutional, who may be interested in purchasing the Units and, therefore,
providing the funding desired by the Corporation.
F. The parties required that the Corporation retain the
Consultant to consult with the Corporation and assist the Corporation in
obtaining financing for the Corporation, on the terms and subject to the
conditions specified in this Agreement.
G. For convenience, all dollar amounts specified in this
Agreement shall be United States Dollars.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES, UNDERTAKINGS AND
COVENANTS SPECIFIED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, WITH THE INTENT TO BE
OBLIGATED LEGALLY AND EQUITABLY, THE PARTIES AGREE WITH EACH OTHER AS FOLLOWS:
1. INCORPORATION OF RECITALS. The recitals of this Agreement,
specified above, by this reference, are made a part of this Agreement as though
specified completely and specifically at length in this Agreement.
2. TERM OF AGREEMENT. The respective duties and obligations of
the parties shall commence on the Effective Date and shall continue for a
period of twelve (12) months or until terminated by either of the parties as
specified below.
3. CONSULTATIONS. The Consultant shall make itself available to
consult with the Board of Directors, the officers and the department heads of
the administrative staff of the Corporation, at
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reasonable times to (i) assist the officers of the Corporation in connection
with certain delegated matters regarding the funding and capital requirements
of the Corporation; (ii) introduce the Corporation to investment bankers,
broker- dealers, and institutional investors; and (iii) consult with the Board
of Directors of the Corporation regarding the Corporation's capitalization.
4. INITIAL FUNDING. As part of the consulting services to be
furnished by the Consultant pursuant to the provisions of this Agreement, the
Consultant shall, on a best efforts basis, locate or cause to be located broker
or institutional investors who shall invest $2,000,000 in the Corporation in
exchange for securities which subsequent to issuance shall, for the purposes of
resale, be registered with the Commission pursuant to a registration statement
to be filed with the Commission pursuant to the Act.
5. SECOND FUNDING. As part of the consulting services to be
furnished by the Consultant pursuant to the provisions of this Agreement, the
Consultant shall, on a best efforts basis, locate or cause to be located broker
or institutional investors who shall invest an additional $3,000,000 in the
Corporation in exchange for securities which, prior to issuance, shall be
registered with the Commission pursuant to a registration statement to be filed
with the Commission pursuant to the Act.
6. EXEMPTION FROM REGISTRATION. The Units and their constituent
securities may not , prior to issuance, be registered with the Securities and
Exchange Commission ("Commission") or any state or provincial securities
administrator, securities commissioner or similar agency or authority. The
Units may be offered and sold in reliance upon one or more exemptions from the
registration and prospectus delivery requirements of the Securities Act of 1933
("Act"), which exemptions may be those specified by the provisions of Section
3(b) or Section 4(2) of the Act and Regulation S, or any combination thereof
("Exemptions"). The Corporation shall provide or cause to be provided to all
prospective purchasers of Units and their representatives such information,
documents, and instruments as the Consultant may deem appropriate to qualify
for the Exemptions.
7. COORDINATION OF PLACEMENT OF UNITS. As part of those
consulting services contemplated by the provisions of this Agreement, on the
basis of the representations and warranties specified in this Agreement, and on
the terms and subject to the conditions specified in this Agreement, the
Corporation hereby grants to the Consultant the right to co-ordinate the
placement of the Units strictly in accordance with all applicable laws and the
provisions of this Agreement. Subscriptions for Units shall be evidenced by the
completion and execution by each purchaser of Units and acceptance by the
Corporation of a subscription agreement and related documents. In connection
with any offer or sale of the securities of the Corporation, including the
Units, the Corporation shall comply in all respects with all statements set
forth in any and all offering documents utilized in connection with the offer
and sale of those securities, and the Corporation shall not make any oral or
written statement inconsistent with the statements in those offering documents
or make any oral or written untrue or misleading statements of a material fact
or omit to state a material fact required to be stated or necessary to make any
statement made not misleading concerning the offering of those securities.
8. FIRST REGISTRATION OF CONSTITUENT SECURITIES. In connection
with the Initial Funding, the Corporation shall, subsequent to issuance of the
constituted securities of the Units, prepare or cause to be prepared and filed
with the Commission a registration statement pursuant to the Act, pursuant to
which the constituent securities of the Units shall be registered for resale
("First Registration Statement"). In that regard, as part of the services to be
performed by the Consultant pursuant to the provisions of this Agreement, the
Consultant shall coordinate and supervise the preparation and filing of the
First Registration Statement and the preparation and submission to the
Commission of responses to comments of the Commission and amendments to the
First Registration Statement in
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connection with the review by the Commission of the First Registration
Statement. In that regard, the Corporation shall furnish all information
requested by the Consultant or its counsel in connection with the preparation
of the First Registration Statement. Any and all information provided by the
Corporation to the Consultant pursuant to the provisions of this Agreement, for
inclusion in any registration statement or otherwise, shall not contain an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, considering the
circumstances pursuant to which those statements are made, not misleading.
9. SECOND REGISTRATION OF CONSTITUENT SECURITIES. In connection
with the Second Funding, the Corporation shall prepare or cause to be prepared
and filed with the Commission a registration statement pursuant to the Act,
pursuant to which the constituent securities of the Units shall be registered
for offer and sale ("Second Registration Statement") prior to issuance by the
Corporation. In that regard, as part of the services to be performed by the
Consultant pursuant to the provisions of this Agreement, the Consultant shall
coordinate and supervise the preparation and filing of the Second Registration
Statement and the preparation and submission to the Commission of responses to
comments of the Commission and amendments to the Second Registration Statement
in connection with the review by the Commission of the Second Registration
Statement. In that regard, the Corporation shall furnish all information
requested by the Consultant or its counsel in connection with the preparation
of the Second Registration Statement. Any and all information provided by the
Corporation to the Consultant pursuant to the provisions of this Agreement, for
inclusion in any registration statement or otherwise, shall not contain an
untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, considering the
circumstances pursuant to which those statements are made, not misleading.
10. POOLING OF COMMON STOCK. It is anticipated that on the
closing of the Initial Funding ("Initial Funding Closing Date"), the members of
the Board of Directors of the Corporation shall be Xxxx Xxxxxxx, Xxxxx Xxxxxx,
Xxxxxxx Xxxxxxxxx and Xxxxx Xxxxxxxx ("Directors"). On the Initial Funding
Closing Date, the Directors, and all of them, shall deliver or cause to be
delivered 5,500,000 shares of the Corporation's common stock ("Directors'
Shares"), to X'Xxxxx and Company ("X'Xxxxx") to be held by X'Xxxxx pursuant to
a pooling agreement ("X'Xxxxx Pooling Agreement") for a period of one year
after the Initial Funding Closing Date.
11. CLOSING OF FUNDING TRANSACTIONS. The closing of the funding
transactions contemplated by the provisions of this Agreement shall occur at
the offices of the Corporation at such times and on such dates as agreed upon
by the Corporation and the Consultant.
12. USE OF PROCEEDS AND LEGAL FEES, ACCOUNTING FEES, FILING FEES,
ETC. Any and all expenses and fees incurred for the Initial Funding, the Second
Funding, the First Registration Statement and the Second Registration
Statement, including, but not limited to legal fees, accounting fees, filing
fees, EDGARization expenses and related costs shall be paid from the proceeds
of the respective fundings. Without limiting the generality of the foregoing
provisions of this Section 12, proceeds received by the Corporation from the
Initial Funding shall be used to:
(i) repay the Consultant the principal amount of $214,000.00
which was lent by the Consultant to the Corporation and any
and all accrued and unpaid interest on that principal amount,
and
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(ii) repay the Consultant the principal amount of $60,000 which
was lent by the Consultant to the Corporation and any and all
accrued and unpaid interest on that principal amount.
The Consultant acknowledges that it has received payment for the amounts
referred to in (i) and (ii) above.
13. MANAGEMENT POWER OF THE CONSULTANT. The business affairs of
the Corporation and the operation of business of the Corporation shall be
conducted by the officers, administrative staff and employees of the
Corporation; provided, however it is the intention of the Corporation to grant
and delegate to the Consultant, and the Corporation hereby grants and delegates
to the Consultant, such power of direction, management, supervision and control
of the administrative staff and other employees of the Corporation which may be
necessary or appropriate to enable Consultant to perform its obligations
required by the provisions of this Agreement.
14. DISCLOSURE OF AGREEMENTS. From time to time, the Corporation
may deem it advisable to enter into agreements with various persons. The
Consultant shall be continually advised (whether through its designated
director or otherwise) of the terms and conditions of such agreements.
15. EMPLOYMENT AND RETENTION OF PROFESSIONALS. It is understood
and agreed to by the parties to this Agreement that to maintain and promote the
compliance by the Corporation with appropriate agencies and authorities, the
Corporation will be required to retain and utilize the services of various
accountants, attorneys and other licensed professionals (the" Professionals")
at the Corporation's expense. Should the Corporation become delinquent in any
of its compliance obligations, the Consultant may, in its sole and absolute
discretion, engage, hire, retain, and employ in the name of, on behalf of and
for the account of the Corporation, one or more Professionals to perform for
the Corporation any and all appropriate services to keep the Corporation in
compliance with regulatory requirements including, but not limited to
regulatory filings, required to cause the Corporation to be completely
compliant with any and all applicable regulatory authorities and agencies. In
such instances the Professionals shall be employed, hired, engaged, and
retained on such terms and subject to such conditions and for such compensation
as shall be negotiated between the Consultant and any such Professional.
16. LIMITED LIABILITY. With regard to the services to be
performed by the Consultant pursuant to the provisions of this Agreement, the
Consultant shall not be liable to the Corporation, or any person who may claim
any right due to that person's relationship with the Corporation, for any acts
or omissions in the performance of those services on the part of the Consultant
or on the part of any agent or employee or of the Consultant, except when those
acts or omissions of the Consultant are due to the willful misconduct of the
Consultant or any such agent or employee.
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17. FAILURE TO ACT BY AGENT OF CONSULTANT. It is understood and
agreed that any consultation given or service performed by any duly authorized
agent or representative of the Consultant pursuant to the provisions of this
Agreement shall constitute the direction or the performance of service by the
Consultant. In the event, for any reason, any agent or representative of the
Consultant is unable or unwilling to act or perform pursuant to the provisions
of this Agreement, or diminish its effect, and the performance by any other
agent or representative of the Consultant shall constitute full and complete
performance of the obligations of the Consultant required by the provisions of
this Agreement.
18. COMPENSATION. a. As partial consideration for the services to
be provided by the Consultant to the Corporation pursuant to the provision of
this Agreement, on October 15, 2001 the Corporation shall pay to the Consultant
the principal amount of $100,000.00, the receipt of which is hereby
acknowledged by the Consultant.
b. As additional consideration for the services to be provided
by the Consultant to the Corporation pursuant to the provisions of this
Agreement, on the Initial Funding Closing Date, the Corporation shall issue or
cause to be issued to the Consultant, or its designee, 2,000,000 shares of the
Corporation's common stock(the "Consultant Shares"). The Consultant Shares
shall be registered for resale in the First Registration Statement.
19. BULLETIN BOARD PARTICIPATION. a. The Corporation anticipates
that the Corporation will become a reporting issuer pursuant to the Securities
Exchange Act of 1934 and, as a result, have issued and outstanding unrestricted
shares of its common stock and that the bid and asked prices of those shares of
common stock will be quoted by the Over-the-Counter Bulletin Board electronic
quotation service maintained by the National Association of Securities Dealers,
Inc. ("Bulletin Board"). In that regard, on the Initial Funding Closing Date
the Corporation will enter into a relationship with Hanover Capital Inc.
("Hanover") pursuant to which Hanover will coordinate the application process
pursuant to which the Corporation will participate in the Bulletin Board.
Additionally, in that regard, on the Initial Funding Closing Date, the
Corporation will enter into and execute a consulting agreement with Hanover
pursuant to which the Corporation shall issue or cause to be issued to Hanover
on the Initial Funding Closing Date 300,000 shares of the Corporation's common
stock, which shall be registered for sale in the Second Registration Statement.
Additionally, pursuant to its consulting agreement with Hanover, the
Corporation shall pay or cause to be paid to Hanover the principal amount of
$100,000 on the Second Funding Closing Date.
b. The Corporation shall make any and all payments necessary or
appropriate to retain the services of an appropriate market maker to sponsor
the Corporation for participation in the Bulletin Board and continuing
sponsorship relating to participation in the Bulletin Board as determined by
the Consultant and consented to by the Corporation. In that regard, the
Corporation shall not withhold its consent unreasonably.
20. DESIGNATION OF MEMBER TO BOARD OF DIRECTORS. On the Initial
Funding Closing Date the Consultant shall have the right to designate one
person to be appointed to the Corporation's Board of Directors provided that
such designee meets minimum background requirements. Upon the designation of
that person, the Corporation shall take any and all action necessary or
appropriate to cause that person to be appointed to, and remain a member, of
the Corporation's Board of Directors.
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21. CONFIDENTIAL INFORMATION.
a. Any and all confidential information communicated to
Consultant by Client, identified as such, regarding Client and its business
("Confidential Information"), including any Confidential Information gained by
Consultant or any of its agents, counsel, personnel, accountants, employees or
other representatives ("Consultant's Representatives"), whether or not that
Confidential Information was communicated directly or indirectly or
intentionally or inadvertently, is confidential.
b. During the term of this Agreement and at all times thereafter
Consultant shall use its best efforts to prevent inadvertent disclosure to any
other person of any Confidential Information. Consultant shall instruct
Consultant's Representatives to keep that information confidential by using the
same care and discretion Consultant's Representatives use with similar
information and data designated by Consultant as confidential.
c. The Confidential Information shall belong exclusively to, and
shall be the property of Client.
22. COPIES OF CONFIDENTIAL INFORMATION. Copies of any and all
Confidential Information may not be made without the express written permission
of Client. Any and all such copies shall be returned to Client with the
originals of that Confidential Information.
23. RETURN OF CONFIDENTIAL INFORMATION. Consultant shall return
to Client, promptly at request of Client, any and all Confidential Information
which Client shall have provided to Consultant.
24. OWNERSHIP OF BOOKS, RECORDS, AND PAPERS.
a. All records of the accounts of customers, debtors, service
providers, suppliers, distributors, clients, and any other records and books
relating in any manner whatsoever to the conduct of Client's business during
the term of this Agreement, whether prepared by Consultant or otherwise coming
into Consultant's possession, shall be the exclusive property of Client.
b. All such books and records shall be returned immediately to
Client by Consultant on any termination of this Agreement.
25. REGISTRATION STATUS OF CONSULTANT. The Consultant is not
engaged in the business of effecting transactions in securities for the
accounts of others. Neither the Consultant nor any of its officers, directors,
shareholders or employees is registered with any agency as a broker-dealer,
investment advisor or investment manager, and, as a result, is precluded by law
from providing to the Corporation services which would be considered to be
those of a broker-dealer, investment advisor or investment manager in
connection with the placement, offer or sale of securities of the Corporation.
The Consultant shall not offer, offer to sell, offer for sale, sell, or induce
or attempt to induce the purchase or sale of any Units or interests in the
Corporation or other securities. None of the services to be provided by the
Consultant pursuant to the provisions of this Agreement are intended to be or
shall be construed as offering or selling securities, or providing investment,
legal or tax advice. The Corporation makes no guarantees or warrantees to the
Corporation regarding the results of the Consultant's services contemplated by
the provisions of this Agreement, or that those services will, in fact, result
in any particular benefit to the Corporation.
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26. SERVICES OF CONSULTANT NOT EXCLUSIVE. The Consultant may
represent, perform services for, and be employed by, any additional persons as
the Consultant, in the Consultant's sole and absolute discretion, determines to
be necessary or appropriate.
27. EMPLOYMENT OF ASSISTANTS. If it is necessary for the
Consultant to have the aid of assistants or the services of other person, in
order to perform the duties and obligations required of the Consultant pursuant
to this Agreement, the Consultant may from time to time, employ, engage or
retain the services of such other person. Any and all costs to the Consultant
for those services shall be chargeable to and paid by the Consultant.
28. RELATIONSHIP CREATED. The Consultant is not an employee of
the Corporation for any purpose whatsoever, but is an independent contractor.
The Corporation is interested only in the results obtained by the Consultant,
who shall have the sole and exclusive control of the manner and means of
performing pursuant to this Agreement. The Corporation shall not have the right
to require the Consultant to collect accounts, investigate customer or
shareholder complaints, attend meetings, periodically report to the
Corporation, follow prescribed itineraries, keep records of business
transacted, make adjustments, conform to particular policies of the
Corporation, or do anything else which would jeopardize the relationship of
independent contractor between the Corporation and the Consultant. All expenses
and disbursements, including, but not limited to, those for travel and
maintenance, entertainment, office, clerical and general administrative
expenses, that may be incurred by the Consultant in connection with this
Agreement shall be borne and paid wholly and completely by the Consultant, and
the Corporation shall not be in any way responsible or liable therefore.
29. INDEMNIFICATION. Each party shall save the other party
harmless from and against and shall indemnify the other party for any
liability, loss, costs, expenses, or damages however caused by reason of any
injury (whether to body, property, or personal or business character or
reputation) sustained by any person or to any person or to property by reason
of any act, neglect, default, or omission of such party or any of such party's
agents, employees, or other representatives, and, such party shall pay any and
all amounts to be paid or discharged in case of an action or any such liability
less costs, expenses, or damages. If either party is sued in any court for
damages by reason of any of the acts of the other party referred to in this
paragraph, such other party shall defend said action (or cause same to be
defended) at such other party's own expense and shall pay and discharge any
judgment that may be rendered in any such action; if such other party fails or
neglects to so defend in said action, the party sued may defend the same and
any expenses, including reasonable attorneys' fees, which such party may pay or
incur in defending said action and the amount of any judgment which such party
may be required to pay as a result of said action shall be promptly reimbursed
upon demand. The indemnification specified by the provisions of this section
shall survive the termination of this Agreement.
30. GOVERNMENTAL RULES AND REGULATIONS. The provisions of this
Agreement and the relationship contemplated by the provisions of this Agreement
are subject to any and all present and future orders, rules and regulations of
any duly constituted authority having jurisdiction of that relationship.
31. NOTICES. All notices, requests, demands or other
communications pursuant to this Agreement shall be in writing or by telex or
facsimile transmission and shall be deemed to have been duly given (i) on the
date of service, if delivered in person or by telex or facsimile transmission
(with the telex or facsimile confirmation of transmission receipt serving as
confirmation of service when sent and provided telexed or telecopied notices
are also mailed by first class, certified or registered mail, postage prepaid);
or (ii) 48 hours after mailing by first class, registered or certified mail,
postage prepaid, and properly addressed as follows:
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If to the Corporation: Blade Internet Ventures, Inc.
0000-000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Facsimile: 604.638.7741
If to the Consultant: Westin Capital, Inc.
0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Facsimile Machine: 604.688.7121
or at such other address as the party affected may designate in a written
notice to such other party in compliance with this section.
32. ENTIRE AGREEMENT. This Agreement is the final written
expression and the complete and exclusive statement of all the agreements,
conditions, promises, representations, warranties and covenants between the
parties with respect to the subject matter of this Agreement, and this
Agreement supersedes all prior or contemporaneous agreements, negotiations,
representations, warranties, covenants, understandings and discussions by and
between and among the parties, their respective representatives, and any other
person, with respect to the subject matter specified in this Agreement. This
Agreement may be amended only by an instrument in writing which expressly
refers to this Agreement and specifically states that such instrument is
intended to amend this Agreement and is signed by each of the parties.
33. NUMBER AND GENDER. Whenever the singular number is used in
this Agreement, and when required by the context, the same shall include the
plural, and vice versa; the masculine gender shall include the feminine and
neuter genders, and vice versa; and the word "person" shall include
corporation, firm, trust, estate, joint venture, governmental agency, sole
proprietorship, political subdivision, company, congregation, organization,
fraternal order, club, league, society, municipality, association, joint stock
company, partnership or other form of entity.
34. EXECUTION IN COUNTERPARTS. This Agreement may be prepared in
multiple copies and forwarded to each of the parties for execution. All of the
signatures of the parties may be affixed to one copy or to separate copies of
this Agreement and when all such copies are received and signed by all the
parties, those copies shall constitute one agreement which is not otherwise
separable or divisible.
35. REIMBURSEMENT OF EXPENSES. The Corporation shall promptly
reimburse the Consultant for all agreed upon business expenses incurred by the
Consultant in connection with the obligations of the Consultant specified by
the provisions of this Agreement; provided, however, that the Consultant
furnishes to the Corporation adequate records and other documentary evidence
substantiating each such expenditure.
36. ASSIGNABILITY. Neither party shall sell, assign, transfer,
convey or encumber this Agreement or any right or interest in this Agreement or
pursuant to this Agreement, or suffer or permit any such sale, assignment,
transfer or encumbrance to occur by operation of law without the prior written
consent of the other party. In the event of any sale, assignment, transfer or
encumbrance consented to by such other party, the transferee or such
transferee's legal representative shall agree with such other party in writing
to assume personally, perform and be obligated by, the covenants, obligations,
warranties, representations, terms, conditions and provisions specified in this
Agreement.
37. SEVERABILITY. In the event any part of this Agreement or the
subject matter of this Agreement, for any reason, is determined by a court of
competent jurisdiction to be invalid, such
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determination shall not affect the validity of any remaining portion or subject
matter of this Agreement, which remaining portion or subject matter shall
remain in full force and effect as if this Agreement had been executed with the
invalid portion or subject matter thereof eliminated. It is hereby declared the
intention of the parties that they would have executed the remaining portion or
subject matter of this Agreement without including any such part, parts,
portion or subject matter which, for any reasons, may be hereafter determined
to be invalid.ct matter which, for any reasons, may be hereafter determined to
be invalid.
38. RECOVERY OF ENFORCEMENT COSTS. In the event any party shall
institute any action or proceeding to enforce any provision of this Agreement
to seek relief from any violation of this Agreement, or to otherwise obtain any
judgment or order relating to or resulting from the subject matter of this
Agreement, each prevailing party shall be entitled to receive from each losing
party such prevailing party's actual attorneys' fees and costs incurred to
prosecute or defend such action or proceeding.
39. CAPTIONS AND INTERPRETATIONS. Captions of the sections of
this Agreement are for convenience and reference only, and the works specified
therein shall in no way be held to explain, modify, amplify or aid in the
interpretation, construction, or meaning of the provisions of this Agreement.
The language in all parts to this Agreement, in all cases, shall be construed
in accordance with the fair meaning of that language as if prepared by all
parties and not strictly for or against any party. Each party and counsel for
such party have reviewed this Agreement. The rule of construction which
requires a court to resolve any ambiguities against the drafting party shall
not apply in interpreting the provisions of this Agreement.
40. MODIFICATION. No modification, supplement or amendment of
this Agreement or of any covenant, representation, warranty, condition, or
limitation specified in this Agreement shall be valid unless the same is made
in writing and duly executed by both parties.
41. FURTHER ASSURANCES. The parties shall from time to time sign
and deliver any further instruments and take any further actions as may be
necessary to effectuate the intent and purposes of this Agreement.
42. SUCCESSORS AND ASSIGNS. This Agreement and each of its
provisions shall obligate the heirs, executors, administrators, successors, and
assigns of each of the parties. Nothing specified in this section, however,
shall be a consent to the assignment or delegation by any party of such party's
respective rights and obligations created by the provisions of this Agreement.
43. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
representations and warranties made by each party to this Agreement shall be
deemed made for the purpose of inducing the other party to enter into and
execute this Agreement. The representations and warranties specified in this
Agreement shall survive the termination of this Agreement and shall survive any
investigation by either party whether before or after the execution of this
Agreement.
44. CONCURRENT REMEDIES. No right or remedy specified in this
Agreement conferred on or reserved to the parties is exclusive of any other
right or remedy specified in this Agreement or by law or equity provided or
permitted; but each such right and remedy shall be cumulative of, and in
addition to, every other right and remedy specified in this Agreement or now or
hereafter existing at law or in equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time. The termination of this
Agreement for any reason whatsoever shall not prejudice any
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right or remedy which any party may have, either at law, in equity, or pursuant
to the provisions of this Agreement.
45. GOVERNING LAW. This Agreement shall be deemed to have been
entered into in the City of Vancouver, Province of British Columbia, and all
questions concerning the validity, interpretation, or performance of any of the
terms, conditions and provisions of this Agreement or of any of the rights or
obligations of the parties shall be governed by, and resolved in accordance
with, the laws of the Province of British Columbia, without regard to conflicts
of law principles. Any and all actions or proceedings, at law or in equity, to
enforce or interpret the provisions of this Agreement shall be litigated in
courts having situs within the City of Vancouver, Province of British Columbia.
No claim, demand, action, proceeding, litigation, hearing, motion or lawsuit
resulting from or with respect to this Agreement shall be commenced or
prosecuted in any jurisdiction other than the Province of British Columbia, and
any judgment, determination, finding or conclusion reached or rendered in any
other jurisdiction shall be null and void. Each party hereby consents expressly
to the jurisdiction of any court located within the Province of British
Columbia and consents that any service of process in such action or proceeding
may be made by personal service upon such party wherever such party may be then
located, or by certified or registered mail directed to such party at such
party's last known address.
46. FORCE MAJEURE. If any party is rendered unable, completely or
partially, by the occurrence of an event of "force majeure" (hereinafter
defined) to perform such party's obligations created by the provisions of this
Agreement, such party shall give to the other party prompt written notice of
the event of "force majeure" with reasonably complete particulars concerning
such event; thereupon, the obligations of the party giving such notice, so far
as those obligations are affected by the event of "force majeure," shall be
suspended during, but no longer than, the continuance of the event of "force
majeure." The party affected by such event of "force majeure" shall use all
reasonable diligence to resolve, eliminate and terminate the event of "force
majeure" as quickly as practicable. The requirement that an event of "force
majeure" shall be remedied with all reasonable dispatch as hereinabove
specified, shall not require the settlement of strikes, lockouts or other labor
difficulties by the party involved, contrary to such party's wishes, and the
resolution of any and all such difficulties shall be handled entirely within
the discretion of the party concerned. The term "force majeure" as used in this
Agreement shall be defined as and mean any act of God, strike, civil
disturbance, lockout or other industrial disturbance, act of the public enemy,
war, blockage, public riot, earthquake, tornado, hurricane, lightning, fire,
public demonstration, storm, flood, explosion, governmental action,
governmental delay, restraint or inaction, unavailability of equipment, and any
other cause or event, whether of the type enumerated specifically in this
section or otherwise, which is not reasonably within the control of the party
claiming such suspension.
47. CONSENT TO AGREEMENT. By executing this Agreement, each
party, for itself represents such party has read or caused to be read this
Agreement in all particulars, and consents to the rights, conditions, duties
and responsibilities imposed upon such party as specified in this Agreement.
Each party represents, warrants and covenants that such party executes and
delivers this Agreement of its own free will and with no threat, undue
influence, menace, coercion or duress, whether economic or physical. Moreover,
each party represents, warrants, and covenants that such party executes this
Agreement acting on such party's own independent judgment and upon the advice
of such party's counsel.
11
IN WITNESS WHEREOF the parties have executed this Business and
Investment Consulting Agreement in duplicate and in multiple counterparts, each
of which shall have the force and effect of an original, effective as of the
date specified in the preamble of this Agreement.
CORPORATION: CONSULTANT:
Blade Internet Ventures Inc. Westin Capital Inc.,
a Nevada Corporation a British Columbia Corporation
By: By:
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Its: President
By:
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Its: Secretary
