THIS AGREEMENT is dated this 5th day of November, 1997
BETWEEN:
VIRTUAL TECHNOLOGIES, INC., 0000
Xxxx Xxxxxxx Xxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000
(the "Client")
OF THE FIRST PART
AND:
XXXXXXX X. XXX XXX (SSN 33N: ###-##-####),
0000 Xxx Xxxxxx, Xxxxxx Xxxxxxxxx,
Xxxxxxxxxx, 00000
(the "Consultant")
OF THE SECOND PART
WHEREAS:
1. The Consultant has certain expertise and contacts in the regions/counties
specified in Schedule 1 for the development of local/international
markets, product marketing, finance and negotiations for commercial
transactions.
2. The Client has agreed to utilize the services of the Consultant on the
terms and conditions set out in this agreement.
NOW THE PARTIES HERETO AGREE:
1. The Consultant is authorized by the Client to negotiate with parties
deemed by the Consultant to qualify as suitable for entering into any
satisfactory agreements with the Client, with respect to the objective
set out in Schedule 1 hereto.
2. The Client has agreed to utilize the services of the Consultant and the
Consultant hereby warrants and acknowledges that in the performance of
its duties and obligations hereunder it is intended to be at all times an
independent Consultant.
3. The Consultant will refrain from disclosing any material or information
given to the Consultant by the Client if such material or information is
specifically stated by the Client in writing in Schedule 2 hereof and
should any other materials or information be given to the Consultant in
the course of any meeting or briefing with the Client, then such
materials or information may be disclosed to any person
or company with whom the Consultant will exercise reasonable prudence and
business confidentiality in so disclosing material or information.
4. The Consultant agrees that this agreement confers no authority to bind
the Client in respect of any contract resulting from negotiations
undertaken by the Consultant in the course of this consultancy, and no
representation or warranty shall be given by the Consultant on behalf of
the Client such as to legally bind the Client except with the written
authority of the Client first being obtained.
5. Upon concluding negotiations, investigations or other services on behalf
of the Client, the Consultant shall report the outcome of such
negotiations, investigations or other services directly to the Client
forthwith and in full and shall present any materials, information, draft
contracts, letters of offer or notices of intention to proceed directly
to the Client as soon as possible after their receipt by the Consultant.
6. The Consultant and Client agree to keep the existence of this agreement
and the scope and nature of this agreement strictly confidential except
in cases where both parties hereto agree that disclosure of this
agreement is in the interests of the objectives of this agreement and
except in cases whether either party wishes to pursue to enforcement of
its rights pursuant to this agreement or is otherwise required by law to
make disclosure of this agreement.
7. The Client acknowledges that the Consultant is an independent Consultant
and that the Consultant contracts to supply the services referred to in
the Schedule hereto and further that in no circumstances shall the
Consultant, its employees, servants or agents be deemed to be an
employee, servant or agent of the Client. The Consultant acknowledges
that neither it nor its employees, servants or agents have any claim upon
the Client in respect of annual leave, public holidays, sick leave, long
service leave, other entitlements or otherwise in respect of any claims
under relevant Worker's Compensation Legislation or any other Legislation
or regulations affecting or relating to the relationship between an
employer and employee.
8. Subject to Clause 9 the Client shall pay to the Consultant a fee for
services provided hereunder in the amount and in the manner as set out in
Schedule 3 of this agreement. The fees payable hereunder shall be subject
to an annual review by the parties providing that in no circumstances
shall the fees be reduced.
9. In the event of death or permanent incapacity of the Consultant, the
Consultant's spouse Kum Sook Xxxx Xxx Xxx shall receive any compensations
owed to the Consultant and will continue to receive commissions pursuant
to the agreement for a period of 12 months after such circumstances
occurring.
10. It is envisaged by the parties that from time to time the Consultant may
not be available to provide continuous services to the Client having
regard to other consulting arrangements the Consultant may have now or in
the future.
11. All reasonable travel, accommodation, entertainment, telephone and other
such expenses incurred by the Consultant in the provision of services
hereunder shall be reimbursed by the Client on a monthly basis subject
to:
(a) The Consultant providing to the Client upon request
satisfactory documentary evidence of such expenses.
(b) The Consultant obtaining prior approval from the Client
before incurring expenses other that of an incidental or
recurring nature.
12. The Consultant acknowledges that he shall be solely responsible for
payment of the Consultant's own income tax and consents to the Client
furnishing the Internal Revenue Service with the Consultant's name,
address and all details of payments made to the Consultant by the Client.
13. The Client agrees that irrespective of the method of calculation of the
consultancy fee to be paid to the Consultant, that such fees fairly
represents reasonable remuneration to the Consultant for work actually
performed by the Consultant and acknowledges that the amount of the fee
has been agreed between the parties after consideration of the work
involved.
14. TERM
The agreement will extend for a period of three (3) years with option to
renew for a further three (3) years on the provision that the agreed
performance targets have been achieved.
15.1 TERMINATION
Either party shall have the right to terminate this agreement forthwith
by written notice to the other:-
(a) In the event that the other shall be guilty of any breach,
non-observance or non-performance of its obligations hereunder or
any of them and shall not have remedied such breach,
non-observance or non-performance (if it is capable of remedy)
within fourteen (14) days after notice thereof in writing; or
(b) In the event that the other shall be unable to pay its debts in
the ordinary course of business or to enter into liquidation or
have a receiver appointed whether compulsorily or otherwise.
15.2 The termination of this agreement for any reason shall be without
prejudice to the rights and obligations of the parties accrued up to and
including the date of such termination.
15.3 If by reason of any fact, circumstance, matter or thing beyond the
reasonable control of the Client or the Consultant, either is unable to
perform in whole or in part any obligation under this agreement, to the
extent and for the period that it is unable to perform, shall not be
liable to the party to this agreement in respect of such inability.
16. NEW WAIVER
The failure of either party at any time to enforce a provision of this
contract shall in no way constitute a waiver of the provision nor in any
way affect the validity of this agreement or any part thereof or the
right of such party thereafter to enforce each and every provision
herein.
17. GOVERNING LAW
This agreement shall be deemed to have been made in USA. It shall be
construed in accordance with the laws of USA and the parties hereto agree
to submit to the non-exclusive jurisdiction of the Courts of USA, in
matters relating to this agreement.
18. NOTICE
Any notice, requests, demands and other communications required to be
given hereunder shall be in writing and sent by prepaid registered mail,
cable, telex, address as stated on the face hereof or at such other
address as my be noticed to the other in writing. Every notice shall be
deemed to have been given and received at the time when in the ordinary
course of transmission it should have been delivered at the address or
number to which it was sent.
IN WITNESS WHEREOF the parties hereto executed this agreement on the day and
date first stated.
THE COMMON SEAL OF
VIRTUAL TECHNOLOGIES, INC.
was hereto affixed by authority of
the Board of Directors in the presence
of:
/s/ Xxxxx X. Xxxxx
---------------------------- C/S
Chief Executive Officer
/s/ Xxxx Xxxxxxxx
----------------------------
SIGNED SEALED AND
DELIVERED BY THE SAID /s/ Xxxxxxx Xxx Xxx
XXXXXXX XXX XXX in the ---------------------------
presence of: Xxxxxxx Xxx Xxx
/s/ Xxxxxxx Xxxxxxxxxxx
----------------------------
Witness
SCHEDULE 1
OBJECT OF CONSULTANCY
1. To identify local markets/international markets, product marketing
methods, finance arrangements and potential product licenses for various
products owned, manufactured or distributed by the Client at the request
of the Client.
2. To assist in the negotiation of any commercial arrangements for and on
behalf of the Client, resulting from the above object at the request of
the Client.
3. To assist from time to time in the administration and enforcement of any
ongoing obligations between the Client and any party introduced by the
Consultant at the request of the Client.
4. To identify international licensees for a fuel related product known as
'Soltron'.
MARKETING REGIONS/COUNTIRES
1. Mexico
SCHEDULE 2
CONFIDENTIAL INFORMATION
All information passing between the parties from time to time in respect to the
products.
1. Soltron
2. Solpower SP34E Refrigerant Gas
SCHEDULE 3
COMPENSATION FOR SERVICES
1. 5% of any License Fee paid when received by the Client.
2. $0.10 per litre of completed Soltron sold pursuant to each Master License
Agreement for the first three (3) years from commencement of production
of Soltron manufactured under the Master License Agreement and/or the
first sales of Soltron in the Licensed Territory.
