SERVICES AGREEMENT
THIS SERVICE AGREEMENT (this
“Agreement”) is made and entered into as of ________________ (the "Effective Date") by and
between Global General
Technologies, Inc., a publicly traded Nevada corporation with its head
office at 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx, XX 00000-0000 (“GLGT”) and AGV International Canada Inc.,
a Canadian corporation having its main office at 000 Xxxxxxx, Xxxxxx, Xxxxxx,
Xxxxxx (“AGV”),
(collectively the “Parties” and individually the “Party”).
WHEREAS GLGT is contemplating
a confidential transaction with a third party which shall consist in a possible
merger or other business combination (the “Prospective Transaction”) with Smart
Wear Technologies Inc. (“Smart Wear”), a privately held Delaware
corporation;
WHEREAS AGV International
Canada Inc. is a Canadian information technology management consulting firm
specialized in the “technology to market” domain;
WHEREAS GLGT desires to retain
the services of AGV and AGV desires to provide such services, as further
described in this Agreement.
THEREFORE, in consideration of
the mutual obligations and undertakings set forth below, the Parties agree as
follows:
1. Scope
of the Agreement
GLGT
needs to ascertain the relative marketability of GLGT’s wholly owned subsidiary
“H7 Security Systems, Inc” (“H7”) product “Silent Soldier”, analyze GLGT’s
strategic position, evaluate GLGT’s assets and develop strategic and operational
recommendations to optimize GLGT’s position and finalize the terms of GLGT’s
relationship with Smart Wear (the “Project”).
2. Terms of
services:
a) AGV
shall assign its President, Xxxx Xxxxxx (“Xxxxxx”) to this project and Xxxxxx
undertakes to personally direct and oversee this project. It is understood
however that AGV may retain the services of specific contractors to work on this
project, provided such subcontractors are bound by a confidentiality agreement
protecting GLGT’s information, as set forth in Section 6. To facilitate the
performance of Xxxxxx’x duties and collaboration from H7’s management, GLGT
shall elect Xxxxxx President of GLGT.
b) AGV
shall provide its services from its Canadian office. GLGT may require, upon
reasonable notice in writing, that AGV’s president Xxxx Xxxxxx (“Xxxxxx”),
attend GLGT meetings, in which case GLGT shall arrange and prepay Xxxxxx’x
travel expense (travel expense shall mean transportation, food and lodging, as
mutually agreed by the Parties).
c) GLGT
understands and agrees that AGV will have to rely on information provided by
GLGT to perform its duties and that in no event shall AGV, its directors and
officers, employees, contractors (collectively “Agents”) be liable for (i) any
situations, actions or circumstances in existence prior to the Effective Date of
this Agreement; (ii) for inaccuracy, errors or omissions in reports provided by
AGV (provided that AGV shall make reasonable efforts to ensure the adequacy of
any information contained in such any report); or (iii) any action taken or
reliance placed on any such reports by GLGT.
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3. Compensation
d) Fees: As compensation for
AGV’s services provided under this Agreement, GLGT shall pay to AGV (the
“Management Fees”) payable as follows:
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(i)
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$12,500
US Dollars by wire transfer within 10 days of signature of this
Agreement;
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(ii)
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$1,000
per day for Due Diligence activities payable in US Dollars by
wire transfer upon delivery of the due diligence report ;
and
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(iii) Five
hundred Thousand (500,000) shares payable in common stock of GLGT, representing
(.6546%) of the total 76,376,998 issued and outstanding common stock of GLGT, by
delivery of the shares certificates to AGV or Xxxxxx, within ten (10) days upon
signature of this Agreement. Subject to any applicable law, said stock shall not
be subject to any transfer restrictions and shall be irrevocably vested in AGV
or Xxxxxx, as the case may be.
e) Expenses: All reasonable
pre-approved business expenses incurred pursuant to this Agreement shall be
prepaid by GLGT or reimbursed by GLGT, as shall be mutually agree by the
Parties.
f) Payment terms. All amounts due
shall be paid by wire transfer in accordance with the instructions herein within
ten (10) calendar days of receipt of invoice. All fees set out herein shall be
paid by GLGT without any set-off or deduction of any kind upon invoicing. Any
amount unpaid ten (10) days after invoicing, provided that it is not in dispute,
shall be considered overdue. GLGT shall pay interest on overdue amounts at the
rate of the lesser of two percent (2%) per month or the maximum amount allowable
by law.
Wire transfer
instructions
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Bank
Name
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Caisse
Xxxxxxxxxx du Quebec (Montreal, Canada)
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Bank
Routing
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CCDQ
CAMM
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Transit
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20184
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Institution
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815
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Beneficiary
Name
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AGV
International Canada Inc.
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Beneficiary
Account Number
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190441
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2. Term
and Termination
a) Term: This Agreement shall
commence as of the Effective Date and shall continue until your successor is
appointed in accordance with Nevada Law, unless sooner terminated as hereinafter
provided ("Term"). The Term may be renewed or extended pursuant to
the mutual written agreement of the Parties.
b) Termination for
breach. If either party shall be in default of this Agreement
and such default shall continue for more than five (5) days after notice thereof
is given to the party in default, the party not in default shall be entitled to
terminate this Agreement. Default of payment shall constitute a
material breach of this Agreement and cause for immediate termination without
notice. The election to terminate shall not be construed to be an election of
remedies or a waiver thereof, and the party not in default shall be entitled to
each and every other remedy available at law and/or in equity. The
failure to object to an act of default shall not be deemed a waiver
thereof.
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3. Intellectual
Property Rights
The
Parties acknowledges and agrees that nothing in this Agreement shall transfer or
convey to the other Party any right, title or interest in or to the Intellectual
Property Rights belonging to one Party. For the purpose of this
Agreement, “Intellectual Property Rights” means: any and all
proprietary rights provided under (i) patent law, (ii) copyright law, (iii)
trademark law, (iv) design patent or industrial design law, (v) semi-conductor
chip or mask work law, or (vi) any other statutory provision or common law
principle applicable to this Agreement or the System which may provide a right,
title or interest in and to any ideas, discoveries, creations, formulae,
algorithms, concepts, inventions and know-how, including without limitation,
trademarks, service marks, designs, source code, integrated circuit
topographies, copyrights, as well as design rights, confidential information,
trade secrets and any other similar intellectual property rights protected by
law in any country. All right, title and interest in and to the
Intellectual Property Rights of each Party are vested in and shall remain the
property of such Party.
4. Confidentiality
Each
Party acknowledges that the Confidential Information of the disclosing Party
constitutes the valuable property and trade secrets of the disclosing Party,
embodying substantial creative efforts and confidential ideas and expressions.
Each Party agrees to hold the Confidential Information of the other Party in
trust and confidence, to protect the confidentiality of the Confidential
Information and not to disclose it in any form whatsoever to any person, except
as expressly permitted in this Section 6, without the prior written consent of
the disclosing Party. Each Party agrees to use at least the degree of care that
such Party uses in the protection of its own Confidential Information and in no
event less than a commercially reasonable degree of care. Without the prior
consent of the disclosing Party (except pursuant to an order from a Court of
competent jurisdiction) neither Party will disclose the Confidential Information
of the other party to any person, except on a need-to-know basis to the
recipient’s Party employees, advisors consultants, subcontractors or agents (the
“Agent”) that require the Confidential Information for use solely for the
purposes of this Agreement. Each party shall ensure that any Agent to whom
Confidential Information of the other party is disclosed is under a written
agreement no less restrictive than this one to maintain the confidentiality of
such Confidential Information in accordance with the terms of this Agreement.
For the purpose of this Agreement, Confidential Information” means any and all
information exchanged between the Parties that is not in the public domain, has
not been independently developed by a Party or has not been received in good
faith by a Party from a third party, including: (i) proprietary materials,
technical plans, data and source code; (ii) copyrighted, copyrightable, patented
and patentable information; (iii) current and prospective customer names, lists
and contracts; (iv) personnel and compensation information; (v) price lists and
price quotes; (vi) financial information, records and reports; (vii) sales and
market data of every kind; (viii) trade secrets. As used herein,
“trade secrets” means any scientific, technical or business information, design,
process, procedure, formula or improvement that is commercially valuable and
whose confidentiality affords its owner a competitive advantage over its
competitors.
5. Warranties
and limitation of liability
AGV
represents and warrants that the services supplied pursuant to this Agreement
shall be supplied in a professional and manner and to standards not less than
those generally accepted in the industry. TO THE EXTENT PERMITTED BY LAW, AGV
DISCLAIMS ANY FURTHER WARRANTIES, WHETHER WRITTEN OR ORAL, EXPRESSED OR IMPLIED,
INCLUDING WARRANTIES OF FITNESS FOR A
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PURPOSE.
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR SIMILAR OR ADDITIONAL DAMAGES INCURRED OR
SUFFERED INCLUDING LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, LOSS OF
BUSINESS INFORMATION, LOSS OF USE OF ANY EQUIPMENT OR PROCESS, LOSS OF GOODWILL,
OR BUSINESS INTERRUPTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,
EVEN IF THE PARTY HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH
DAMAGES. FURTHER, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE
LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT,
WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE
AMOUNT PAID IN FEES TO AGV BY GLGT FOR THIS AGREEMENT.
6. MISCELLEANOUS
a) Notices: All notices for the
purposes of this Agreement shall be in writing and shall be delivered
personally, by courier, by registered mail, prepaid post with return receipt, or
by facsimile, addressed:
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In the case of AGV to:
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In the case of the GLGT,
to:
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AGV
International Canada, Inc
000
Xxxxxxx Xxxxxx
Xxxxxx
(Xxxxxx) X0X 0X0
XXXXXX
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000
Xxxxx Xxxxxxxx Xxxx.
Xxxxx,
XX 00000-0000
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Attention:
Xx. Xxxx X. Xxxxxx, President
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Attention:
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Tel: (000)
000-0000
Fax: (450)
458- 3103
E-mail:
xxxxxxxxxx@xxxxxxxxx.xxx
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Tel: (000)-000-0000
Fax: (000)-000-0000
E-mail: xxxxxxxxxxx@xxxxxxx.xxx
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or to
such other coordinates as each party may, from time to time designate in writing
to the other Party. Any notice shall be considered to have been
delivered if sent by facsimile, on the first Business Day after transmission,
and in all other cases, on the date of actual delivery. Email correspondence
does not constitute a notice delivery.
b) Force
Majeure. Neither party shall be liable for any default or
delay in the performance of its obligations due to any causes beyond its
reasonable control and which make it impossible for AGV or GLGT to perform in
whole or in part the Services set forth in Exhibit A of this Agreement, which
causes include but are not limited to, sickness or death of the AGV personnel or
the GLGT personnel assigned to collaborate with AGV, fire, flood, earthquake,
elements of nature or acts of God; and of war, terrorism, riots, civil disorder,
strikes, lockouts, or labour difficulties of any kind whatsoever. GLGT hereby
acknowledges that the ability of AGV to investigate, compile, brief and complete
the Report on the dates agreed upon requires the co-operation of GLGT in
providing AGV with timely responses to requests for information and, if
required, access to installation. Accordingly, GLGT agrees that AGV shall not be
held responsible for any delays caused by GLGT or any third party under GLGT’s
control.
c) Due Date: In the event that
any due date in virtue of this Agreement falls on a non-business day (in the
Province of Quebec, Canada or the State of Florida, USA), the following business
day shall be deemed to be the due date.
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d) Entire Agreement: This
Agreement attached constitute the entire agreement between the Parties
pertaining to the subject matter hereof and supersede all prior agreements,
understandings, negotiations and discussions, oral or written, between the
Parties.
e) Amendments: This Agreement
shall not be modified or amended except by written instrument agreed upon and
signed by the Parties hereto.
f) Invalidity: If any of the
provisions contained in this Agreement is found by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, the
validity, legality or enforceability of the remaining provisions contained
herein shall not be in any way affected or impaired thereby.
g) Governing Law and Dispute
Resolution. This Agreement shall be construed, interpreted and enforced
in accordance with the laws of the State of New York, USA. Any dispute resulting
from this Agreement shall be resolved as follows:
(i) Amicable Dispute Resolution:
in the event of a dispute, the Parties undertake for twenty (20) days from the
days of receipt by one Party of a formal notice of dispute to negotiate in good
faith to settle the dispute to mutual satisfaction.
(ii) Arbitration. Any dispute not resolved as
provided hereto by Section 7. (g) (ii) shall be resolved by arbitration by one
designated arbitrator in New York, NY, USA, in accordance with the rules of
International Chamber of Commerce.
h) Assignment: Unless otherwise
provided by this Agreement, neither Party may assign any of its rights or
obligations hereunder, in whole nor in part, without the prior written consent
of the other Party which shall not be unreasonably withheld or unduly
delayed.
i) Binding on Successors: This
Agreement shall be to the benefit of and be binding upon the Parties and their
respective successors and permitted assigns.
j) Waiver: No waiver of any
breach of any term or provision of this Agreement shall be effective or binding
unless made in writing and signed by the Party purporting to grant the waiver
and, unless otherwise provided, shall be limited to the specific breach
waived.
k) Relationship: The relationship
between the Parties is that of independent contracting parties only and not that
of partnership, joint venture, agency, employment or any other association
whatsoever.
l) Survival: Sections 5, 4, 6 and
this section 7 (l) shall survive the expiration or termination of this Agreement
and shall remain in full force and effect.
m) Counterparts: This Agreement
may be signed in counterparts, each of which shall be deemed to be an original,
but all of which taken together, shall constitute one and the same
document.
The
Parties hereto have executed this Agreement and do each hereby warrant and
represent that their respective signatory whose signature appears below is, on
the date of this Agreement, duly authorized by all necessary and appropriate
corporate action, orders and/or laws to execute this Agreement.
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AGV
International Canada Inc.
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By:
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By:
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Name:
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Xxxx
X. Xxxxxx
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Name:
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Xxxxxx
X. Xxxxxxxxx
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Title:
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President
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Title:
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Date:
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January
30, 2008
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Date:
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1/30/08
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