INDEPENDENT CONSULTANT AGREEMENT
Exhibit 4.3
INDEPENDENT CONSULTANT AGREEMENT
This Independent Consultant Agreement (“Agreement”) is dated effective as of the 1st day of October, 2019 (the “Effective Date”).
BETWEEN:
DRAGANFLY INC., a company duly incorporated under the laws
of the Province of British Columbia with a business address at 0000
Xx. Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxx X0X 0X0
(“Company”)
AND:
1502372 ALBERTA LTD., a corporation having an address at
L120, 0000 – 0 Xxxxxx XX, Xxxxxxx, XX X0X 0X0
(“Consultant”)
AND:
XXXXXXX XXXXX, the principal of the Consultant
(“Principal”)
WHEREAS:
A. The Consultant has considerable expertise in the general management of start-ups, financial and business matters; and
B. The Company wishes to obtain, and the Consultant wishes to provide, certain services to the Company on the terms and conditions set out in this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration (including but not limited to a signing bonus paid by the Company to the Consultant for this Agreement in the amount of CAD $50.00), the receipt and sufficiency of which are hereby acknowledged, the Company, the Consultant and the Principal covenant and agree as follows:
| 1. | SERVICES TO BE PROVIDED |
| 1.1 | Commencing on the Effective Date, the Consultant shall provide executive services to the Company and, in this regard, the Consultant shall have the Principal hold the position of Chairman and Chief Executive Officer at the Company. Furthermore, commencing on the Effective Date the Consultant shall provide such services to the Company as are described in Schedule A to this Agreement (the “Services”). The Consultant shall also provide any other services not specifically mentioned in Schedule A, but which, by reason of the Consultant’s capability, the Consultant knows or ought to know are necessary to ensure that the best interests of the Company are maintained. |
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| 1.2 | The Consultant shall provide all of the Services through the Principal, unless otherwise agreed in writing by the Company. The Consultant and the Principal undertake to make the Principal available to perform the Services required under this Agreement. |
| 1.3 | The Consultant shall perform the Services to the level of competence and skill one would reasonably expect from a company with the skills and experience similar to that of the Consultant. The Consultant shall devote sufficient working time, attention and ability in a timely manner to the Business of the Company (as defined herein), and to any associated company, as is reasonably necessary for the proper performance of the Services pursuant to this Agreement. |
| 1.4 | The Consultant will faithfully, honestly and diligently serve the Company, use its best efforts to promote the best interests of the Company and co-operate with the Company, and utilize maximum professional skill and care to ensure that the Services are rendered to the satisfaction of the Company. |
| 1.5 | The Consultant will comply with all applicable rules, laws and regulations, and all applicable Company policies (to the extent they have been provided to the Consultant by the Company), having application to the carrying out and performance of its obligations under this Agreement. |
| 1.6 | At all times while on the Company’s premises or representing the Company in any other location in connection with the provision of the Services, the Consultant will observe the Company’s rules and regulations with respect to conduct, health, safety and protection of persons and property. |
| 2. | INDEPENDENT CONSULTANT RELATIONSHIP |
| 2.1 | It is expressly agreed that the Consultant’s relationship with the Company is that of an independent contractor in performing the Services under this Agreement, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship either between the Consultant and the Company, or the Principal and the Company. |
| 2.2 | The Consultant and, where applicable, the Principal, shall file on a timely basis, all tax returns and payments required to be filed with or made to any federal or provincial tax authority with respect to the performance of the Services and the consideration therefor under this Agreement. |
| 2.3 | The Consultant is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing the Services. |
| 2.4 | The Consultant represents and warrants that the Consultant has the right to provide the Services to the Company without violation of obligations to others and that any advice, information and documents given by the Consultant to the Company under this Agreement may be used fully and freely by the Company, unless otherwise so designated orally or in writing by the Consultant at the time of communication of such information. |
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| 2.5 | The Consultant and the Principal agree to indemnify and save harmless the Company and its directors, officers, employees, administrators and agents from: |
| (a) | any and all liability for any premium, contribution, remittance, tax, assessment, penalty, interest, wages or any other amount of any kind whatsoever, arising under one or more statutes relating to income tax, Employment Insurance, Canada Pension Plan, workers’ compensation, employment standards, human rights or any other similar statute of Canada or the Province of British Columbia that may arise in connection with the performance of the Services under this Agreement; and | |
| (b) | any and all costs, charges, legal fees and expenses reasonably incurred by the Company or such persons identified in this section in connection with defending any civil, criminal, statutory or administrative action, proceeding or other remedy with respect to any such alleged liability. |
| 2.6 | The Company will not be liable to the Consultant for any damages, liabilities, penalties, interest or costs suffered by the Consultant’s failure to make the statutorily required deductions or payments. |
| 3. | CONSIDERATION FOR SERVICES |
| 3.1 | As compensation for carrying out the Services during the term of this Agreement, the Company agrees to pay to the Consultant a consulting fee in the amount of CAD $3,000 per month for the first four months, and then CAD $10,000 per month for the remainder of this Agreement or until any change is mutually agreed upon. All fees will be paid on a monthly basis upon submission of an invoice. |
| 4. | TERM AND TERMINATION |
| 4.1 | This Agreement will commence on the Effective Date and will continue for twelve (12) months (“Term”), unless terminated in accordance with Section 4.3 or renewed in accordance with Section 4.2. |
| 4.2 | Notwithstanding Section 4.1, this Agreement will automatically be renewed for subsequent terms of twelve (12) months unless the Company provides written notice to the Consultant by no later than sixty (60) days prior to the last day of the applicable Term of its intention to not renew this Agreement. If this Agreement is renewed, the Company’s board of directors (“Board”) shall perform an annual review of compensation paid to the Consultant, at around the time of any renewal. |
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| 4.3 | Notwithstanding Section 4.1, and notwithstanding any renewal under Section 4.2, this Agreement may be terminated at any time by: |
| (a) | the Consultant giving at least sixty (60) days’ advance notice in writing to the Company; | |
| (b) | the Company by giving at least sixty (60) days advance notice in writing to the Consultant; or | |
| (c) | the Company without notice in the event that the Consultant: (i) breaches any term of this Agreement, (ii) neglects the Services or any other duty to be performed by the Consultant under this Agreement, (iii) engages in any conduct which is dishonest, or damages the reputation or standing of the Company, (iv) is convicted of any criminal act, (v) engages in any act of moral turpitude, (vi) files a voluntary petition in bankruptcy, or (vii) is adjudicated as bankrupt or insolvent. |
| 4.4 | Upon termination of this Agreement for any reason, the Consultant shall promptly deliver the following in accordance with the directions of the Company: |
| (a) | a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination; | |
| (b) | all documents pertaining to the Company or this Agreement, including, but not limited to, all Confidential Information, books of account, correspondence and contracts; and | |
| (c) | all equipment and any other property belonging to the Company. |
| 4.5 | If this Agreement is terminated for any reason set forth in Section 4, then the Consultant will be entitled to the fees earned to the effective date of termination and any expenses incurred on behalf of the Company prior to the effective date of termination which are otherwise reimbursable by the Consultant pursuant to the terms of this Agreement. |
| 4.6 | The definitions contained in this Agreement and the rights and obligations contained in this Section 4 and in Sections 5, 6, 7 and 8 will survive any termination or expiration of this Agreement. |
| 4.7 | Upon the termination of this Agreement for whatever reason, upon the request of the Company, the Consultant shall cause the Principal to immediately resign, and the Principal shall so resign, without claim for compensation or severance of any kind whatsoever, from all offices and directorships held by the Principal in the Company or any affiliated company and in the event of their respective failure to do so the Company is hereby irrevocably authorized to appoint its designated person in their respective names and on their behalf to execute any documents and to do all things requisite to give effect thereto. |
| 4.8 | The Consultant shall not, at any time after the termination of this Agreement, represent itself as being in any way connected with or interested in the business of the Company. |
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| 5. | CONFIDENTIALITY |
| 5.1 | For the purposes of this Agreement, “Confidential Information” means information, whether or not originated by the Consultant, that relates to the business or affairs of the Company, its affiliates, clients, sales personnel or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients or suppliers (whether or not reduced to writing or designated or marked as confidential), including, but not limited to, the following: |
| (a) | any technical and non-technical information related to the Company’s business and current, future and proposed products and services of the Company, including, without limitation, Company Innovations (as defined herein), Company Property (as defined herein) and the Company’s information concerning research, development, design and product details and specifications, financial information, procurement requirements, engineering and manufacturing information, and business plans; | |
| (b) | information relating to strategies, research, communications, business plans and financial data of the Company; | |
| (c) | any information of or regarding the Company and its business which is not readily publicly available; | |
| (d) | work product resulting from or related to work or projects performed, or to be performed, for the Company or its affiliates, including, but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith; | |
| (e) | any intellectual property contributed to the Company, and any other technical and business information of the Company and its affiliates which is of a confidential, trade secret and/or proprietary character; | |
| (f) | marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; | |
| (g) | information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Company has agreed to keep confidential; and | |
| (h) | any other information that becomes known to the Consultant as a result of this Agreement or the services performed hereunder, including information received by the Company from others, that the Consultant, acting reasonably, believes is confidential information or that the Company takes measures to protect. |
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| 5.2 | The Consultant’s obligations under this Section 5 do not apply to any Confidential Information that the Consultant can demonstrate: (a) was in the public domain at or subsequent to the time the Confidential Information was communicated to the Consultant by the Company through no fault of the Consultant; (b) was rightfully in the Consultant’s possession free of any obligation of confidence at or subsequent to the time the Confidential Information was communicated to the Consultant by the Company; or (c) was independently developed by the Consultant without use of, or reference to, any Confidential Information communicated to the Consultant by the Company. A disclosure of any Confidential Information by Consultant in response to a valid order by a court or other governmental body or as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that the Consultant provides prompt prior written notice thereof to the Company to enable the Company to seek a protective order or otherwise prevent the disclosure |
| 5.3 | The Consultant acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the Confidential Information is and will remain the exclusive property of the Company. The Consultant agrees to maintain securely and hold in strict confidence all Confidential Information received, acquired or developed by the Consultant or disclosed to the Consultant as a result of or in connection with the Services. The Consultant and the Principal agree that, both during and after the termination of this Agreement, the Consultant and the Principal will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any person, except as such disclosure may be consented to by prior written authorization of the board of directors of the Company. |
| 5.4 | The Consultant may use the Confidential Information solely to perform the Services for the benefit of Company. The Consultant shall treat all Confidential Information with the same degree of care as the Consultant accords to the Consultant’s own confidential information, but in no case shall the Consultant use less than reasonable care. The Consultant shall immediately give notice to the Company of any unauthorized use or disclosure of the Confidential Information. The Consultant shall assist the Company in remedying any unauthorized use or disclosure of the Confidential Information. |
| 5.5 | All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Company furnishes to the Consultant, whether delivered to the Consultant by the Company or made by the Consultant in the performance of the Services, and whether or not they contain or disclose Confidential Information (collectively, the “Company Property”), are the sole and exclusive property of the Company or the Company’s affiliates, suppliers or customers. The Consultant agrees to treat the Company Property with the same degree of care as the Consultant treats its own property, but in no case shall the Consultant use less than reasonable care. Within five (5) days after any request by the Company, the Consultant shall destroy or deliver to the Company, at the Company’s option: (a) all Company Property and (b) all materials and items in the Consultant’s possession or control that contain or disclose any Confidential Information. The Consultant will provide the Company a written certification of the Consultant’s compliance with the Consultant’s obligations under this Section 5.5. |
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| 5.6 | During the term of this Agreement, the Consultant will not accept work, enter into a contract or accept an obligation in breach of the Consultant’s obligations under Section 7 of this Agreement, or the scope of the Services to be rendered for the Company under this Agreement. The Consultant warrants that, to the best of the Consultant’s knowledge, there is no other existing contract or duty on the Consultant’s part that conflicts with or is inconsistent with this Agreement. |
| 5.7 | The Consultant represents and warrants that the Consultant has not used and will not use, while performing the Services, any materials or documents of another company which the Consultant is under a duty not to disclose. The Consultant understands that, while performing the Services, the Consultant shall not breach any obligation or confidence or duty the Consultant may have to any current or former client or employer. The Consultant represents and warrants that it will not, to the best of its knowledge and belief, use or cause to be incorporated in any of the Consultant’s work product, any data software, information, designs, techniques or know-how which the Consultant or the Company does not have the right to use. |
| 5.8 | The Consultant will indemnify and hold harmless the Company from and against any and all third party claims, suits, actions, demands and proceedings against the Company and all losses, costs, damages, expenses, fees and liabilities related thereto arising out of or related to: (a) an allegation that any item, material or other deliverable delivered by the Consultant under this Agreement infringes any intellectual property rights or publicity rights of a third party; (b) an alleged breach by the Consultant of any agreement between the Consultant and any third party; or (c) any negligence by the Consultant or any other act or omission of the Consultant, including, without limitation, any breach of this Agreement by the Consultant. |
| 6. | DISCLOSURE AND ASSIGNMENT OF WORK RESULTING FROM PROVISION OF SERVICES. |
| 6.1 | In this Agreement, “Innovations” means all discoveries, designs, developments, improvements, inventions (whether or not protectable under patent laws), works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade secrets, know-how, ideas (whether or not protectable under trade secret laws), mask works, trademarks, service marks, trade names and trade dress. “Company Innovations” means Innovations that: (a) result or derive from the provision of the Services or from the Consultant’s knowledge or use of Confidential Information; (b) are conceived or made by the Consultant (individually or in collaboration with others) in the course of provision of the Services; (c) result from or derive from the use or application of the resources of the Company, its affiliates or suppliers; (d) relate to the Business of the Company or to actual or demonstrably anticipated research and development by the Company or its affiliates; or (e) the Consultant, solely or jointly with others, creates, derives, conceives, develops, makes or reduces to practice during the Term. |
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| 6.2 | All Company Innovations shall be the exclusive property of the Company and the Company shall have sole discretion to deal with Company Innovations. The Consultant agrees that no intellectual property rights in the Company Innovations are or shall be retained by the Consultant. For greater certainty, all work done during the Term by the Consultant for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright shall vest in the Company or the relevant affiliate, as the case may be. |
| 6.3 | The Consultant agrees to maintain adequate and current records of all Company Innovations, which records shall be and remain the property of the Company. The Consultant agrees to promptly disclose and describe to the Company all Company Innovations. The Consultant hereby does and will irrevocably assign to the Company or the Company’s designee all of the Consultant’s right, title and interest in and to any and all Company Innovations and all associated records. |
| 6.4 | In consideration of the benefits to be received by the Consultant under the terms of this Agreement, the Consultant hereby irrevocably sells, assigns and transfers, and agrees in the future to sell, assign and transfer all right, title and interest in and to the Company Innovations and intellectual property rights therein, including, without limitation, all patents, copyright, industrial design, circuit topography and trademarks, and any goodwill associated therewith in Canada, the United States and worldwide to the Company and the Consultant shall hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company, save and except for any moral rights which the Consultant shall waive. To the extent any of the rights, title and interest in and to Company Innovations cannot be assigned by the Consultant to the Company, the Consultant hereby grants to the Company an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit those non-assignable rights, title and interest, including, but not limited to, the right to make, use, sell, offer for sale, import, have made, and have sold, the Company Innovations. To the extent any of the rights, title and interest in and to the Company Innovations can neither be assigned nor licensed by the Consultant to the Company, the Consultant hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against the Company, any of the Company’s successors in interest, or any of the Company’s customers. |
| 6.5 | The Consultant agrees to perform, during and after the Term, all acts that the Company deems necessary or desirable to permit and assist the Company, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Company Innovations as provided to the Company under this Agreement. If the Company is unable for any reason to secure the Consultant’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Company Innovations as provided under this Agreement, the Consultant hereby irrevocably designates and appoints the Company and the Company’s duly authorized officers and agents as the Consultant’s agents and attorneys-in-fact to act for and on the Consultant’s behalf and instead of the Consultant to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Company Innovations, all with the same legal force and effect as if executed by the Consultant. The foregoing is deemed a power coupled with an interest and is irrevocable. |
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| 6.6 | If the Consultant incorporates or permits to be incorporated any Innovations relating in any way, at the time of conception, reduction to practice, creation, derivation, development or making of the Innovation, to the Company’s business or actual or demonstrably anticipated research or development but which were conceived, reduced to practice, created, derived, developed or made by the Consultant (solely or jointly) either unrelated to the Consultant’s work for Company under this Agreement or prior to the Effective Date (collectively, the “Out-of-Scope Innovations”) into any of the Company Innovations, then the Consultant hereby grants to the Company and the Company’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to fully use, practice and exploit all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to the Out-of-Scope Innovations. Notwithstanding the foregoing, the Consultant agrees that the Consultant shall not incorporate, or permit to be incorporated, any Innovations conceived, reduced to practice, created, derived, developed or made by others or any Out-of-Scope Innovations into any Company Innovations without the Company’s prior written consent. |
| 7. | NON-INTERFERENCE WITH BUSINESS |
| 7.1 | In this Agreement, “Business of the Company” means the business of manufacturing search and navigation equipment within the commercial UAV space. |
| 7.2 | The Consultant agrees that, during the Term, the Consultant will not, on its own behalf or on behalf of or in connection with any third party, directly or indirectly, in any capacity whatsoever, including, without limitation, as an employer, employee, principal, agent, director, officer, joint venturer, partner, shareholder or other equity holder, lender or other debt holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, financier, supplier or trustee, or by or through any company, cooperative, partnership, trust, unincorporated association or otherwise, anywhere in North America: |
| (a) | carry on, be engaged in, have any financial or other interest in or be otherwise commercially involved in any endeavour, activity or business which is in competition with the Business of the Company; | |
| (b) | canvass or solicit the business of (or procure or assist the canvassing or soliciting of the business of) any customer, prospective customer or supplier of the Company to supply or purchase any goods or services that are substantially the same as or in competition with goods or services supplied in the Business of the Company; | |
| (c) | accept (or procure or assist the acceptance of) any business from any customer, prospective customer, sales personnel or supplier that is substantially the same as or in competition with the Business of the Company; or | |
| (d) | supply (or procure or assist the supply of) any goods or services to any customer, prospective customer, sales personnel or supplier that are substantially the same as or in competition with the goods or services supplied in the Business of the Company. |
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| 7.3 | During the Term, and for a period of twelve (12) months immediately following the termination or expiration of this Agreement, the Consultant agrees not to solicit or induce any customer, prospective customer, supplier, sales personnel, employee or independent contractor involved with the Company to terminate or breach any employment, contractual or other relationship with Company, or to otherwise discontinue or alter such third party’s relationship with the Company. |
| 7.4 | During the Term, and for a period of twelve (12) months immediately following the termination or expiration of this Agreement, the Consultant agrees not to, on its own behalf or on behalf of or in connection with any third party, directly or indirectly, in any capacity whatsoever, engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including without limitation the repetition or distribution of derogatory rumours, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or goodwill of the Company or any of its affiliates, officers, directors, employees, consultants or advisors. |
| 8. | GENERAL |
| 8.1 | This Agreement contains the entire Agreement and obligation between the parties with respect to its subject matter. No amendment to this Agreement will be valid or effective unless in writing and signed by all of the parties. |
| 8.2 | The Principal undertakes to ensure the Consultant fulfills all of its obligations under this Agreement, and not to do anything which would impair or prejudice the Consultant’s ability to do so. The Principal shall be jointly and severally liable with the Consultant for any breach by the Consultant of this Agreement. The Principal agrees that he is bound, along with the Consultant, in respect of the Consultant’s obligations in Sections 5, 6 and 7 of this Agreement. |
| 8.3 | The Consultant’s obligations under this Agreement are of a unique character that gives them particular value, and that the breach of any of these obligations will cause irreparable and continuing damage to the Company for which money damages are insufficient. The Company is entitled to injunctive relief, a decree for specific performance, and all other relief as may be proper (including money damages if appropriate), without the need to post a bond. |
| 8.4 | The Consultant and the Principal acknowledge that the restrictions contained in Sections 5, 6 and 7 are, in view of the nature of the Business of the Company, reasonable and necessary to protect the legitimate interests of the Company, that the Company would not have entered into this Agreement in the absence of such restrictions and that any violation of any provision of those Sections could result in irreparable injury to the Company. The Consultant agrees that, in the event it violates any of the restrictions referred to in Section 5, 6 and 7, the Company shall be entitled to such injunctive relief or other remedies at law or in equity which the Court deems fit. |
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| 8.5 | The Consultant expressly acknowledges that this Agreement is reasonable and valid in all respects and irrevocably waives (and irrevocably agrees not to raise) as a defence any issue of reasonableness in any proceeding to enforce any provision of this Agreement, the intention of the parties being to provide for the legitimate and reasonable protection of the interests of the Company by providing, without limitation, for the broadest scope, the longest duration and the widest territory allowable by law. |
| 8.6 | The Consultant agrees to indemnify the Company from all losses, claims, actions, damages, assessments or demands (including reasonable legal fees and expenses) which result from negligent acts or omissions of the Consultant in providing the Services. Notwithstanding the foregoing, the Company agrees that the Consultant will be covered by the Company’s Directors & Officers and Employment Practices Liability Insurance, once such insurance is obtained by the Company. |
| 8.7 | Any notice, request, demand or other communication hereunder shall be in writing and shall be delivered as follows, with notice deemed given as indicated: (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile or email, when sent, if sent during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day; or (e) by certified or registered mail, return receipt requested, upon verification of receipt. Notice to the Principal may be given at the same address as shown for the Consultant. Notice shall be sent to the addresses set forth on the first page of this Agreement or to such other address as the parties may advise each other in writing from time to time in accordance with this Section 8.7. |
| 8.8 | The Company and the Consultant will be responsible for all of their own expenses, legal and other professional fees, disbursements, and all other costs incurred in connection with the negotiation, preparation, execution and delivery of this Agreement and all documents and instruments relating hereto. The parties agree that they have had adequate opportunity to seek independent legal advice with respect to the subject matter of this Agreement, and have either obtained such advice or consciously chosen not to do so with full knowledge of the risks associated with not obtaining such legal advice. |
| 8.9 | If any provision of this Agreement, including as to term or geographical area, is held to be illegal, invalid or unenforceable under present or future laws by any court of competent jurisdiction, such illegality, invalidity or unenforceability shall not affect the legality, enforceability or validity of any other provisions of this Agreement or of the same provision as applied to any other fact or circumstance, and such illegal, unenforceable or invalid provision shall be modified to the minimum extent necessary to make such provision legal, valid or enforceable. |
| 8.10 | Time shall be of the essence of this Agreement. |
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| 8.11 | Except as specifically permitted herein, the Consultant will not sell, assign or transfer any rights or interests created under this Agreement or delegate any of the Consultant’s duties without the prior written consent of the Company. |
| 8.12 | The headings in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Wherever the singular or masculine or neuter is used in this Agreement, the same shall be construed as meaning the plural or feminine or a body politic or corporate and vice versa where the context so requires. |
| 8.13 | The parties agree that this Agreement is effective as of the Effective Date, and the parties agree that there is fresh, sufficient consideration for this Agreement. The parties waive the ability to claim that: (i) this Agreement is void for lack of fresh, sufficient consideration, and (ii) this Agreement is not effective as of the Effective Date. |
| 8.14 | This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, and the federal laws of Canada applicable therein, and each of the parties irrevocably submit to the exclusive jurisdiction of courts of competent jurisdiction in the Province of British Columbia, without reference to its conflicts of law jurisprudence, in respect of any dispute or claim arising out of this Agreement or any legal obligation between the parties. Notwithstanding the foregoing, the Company may enforce any obligation of the Consultant or the Principal which continues after the Consultant ceases providing the Services under this Agreement in any court of competent jurisdiction. |
| 8.15 | This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. Counterparts may be executed either in original or electronic form and each of the parties to this Agreement agree that any signature delivered by electronic transmission will be deemed to be the original signature of the delivering party. |
| 8.16 | Unless otherwise provided, all dollar amounts referred to in this Agreement are in lawful money of Canadian. |
(Signature page follows)
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IN WITNESS WHEREOF, the parties have signed this Agreement as of the day and year first written above.
| DRAGANFLY INC. | 1502372 ALBERTA LTD. | |||
| by its authorized signatory | by its authorized signatory | |||
| /s/ Xxxx Xxx | /s/ Xxxxxxx Xxxxx | |||
| Name: | Xxxx Xxx | Name: | Xxxxxxx Xxxxx | |
| Title: | Chief Financial Officer | Title: | ||
| /s/ Xxxxxxx Xxxxx | ||||
| XXXXXXX XXXXX | ||||
| Principal of 1502372 ALBERTA LTD. | ||||
SCHEDULE A
SERVICES
Defined terms used but not otherwise defined in this Schedule A have the meaning ascribed thereto in the Independent Consultant Agreement dated effective October 1, 2019 (the “Agreement”) between Xxxxxxx Xxxxx (“Consultant”) and Draganfly Innovations Inc. (the “Company”) of which this Schedule A forms part.
The Services to be provided by the Consultant under the Agreement are as follows:
| 1. | Communicating, on behalf of the Company, with shareholders, government entities, and the public | |
| 2. | Leading the development of the Company’s short- and long-term strategy | |
| 3. | Creating and implementing the Company or organization’s vision and mission | |
| 4. | Maintaining awareness of the competitive market landscape, expansion opportunities, industry developments, etc. | |
| 5. | Ensuring that the Company maintains high social responsibility wherever it does business | |
| 6. | Assessing risks to the Company and ensuring they are monitored and minimized | |
| 7. | Setting strategic goals and making sure they are measurable and describable |
