Exhibit 10.3
CONTRACT FOR INVESTOR RELATION SERVICES
THIS CONTRACT FOR INVESTOR RELATION SERVICES AGREEMENT ("Agreement") is made and
entered into on this sixteenth day of December 2002, by and between Precise Life
Sciences Ltd., a Nevada Corporation ("Client") and Asiatic Management
Consultants a British Columbia Corporation (Contractor").
RECITALS
A. Client, a public company trading on NASDQ OTC BB, is in the business of
advertising and selling products over the computer global information network
("Internet").
B. Client and Contractor desire to enter into a relationship whereby
Contractor will solicit purchases of and/or capital investments for the Client's
common stock.
ARTICLE I TERM OF CONTRACT
1.1 Term of Contract. The term of this Agreement shall be two (2) years
from the date set forth above, unless terminated earlier.
ARTICLE II SERVICES TO BE PERFORMED BY CONTRACTOR
2.1 Specific Services. Contractor agrees to use his or her best efforts to
generate interest from individuals and/or corporations whereby purchases of
and/or capital investments for the Client's common stock may result.
2.2 Methods of Performing Services. Contractor shall determine the
method, details, and means of performing the services described in Section 2.1
of this Agreement.
2.3 Status of Contractor. Contractor is not an employee of Client
for any purpose whatsoever, but is an independent contractor. Client is
interested only in the results obtained by Contractor, who shall have the sole
control of the manner and means of performing under this Agreement. Client
shall not have the right to require Contractor to do anything which would
jeopardize the relationship of independent contractor between Contractor and
Client. All expenses and disbursements, including, but not limited to, those
for travel and maintenance, entertainment, office, clerical, and general
expenses, that may be incurred by Contractor in connection with this Agreement
shall be borne wholly and completely by Contractor, and Client shall not be
responsible or liable therefore. Contractor does not have, nor shall it hold
itself out as having, any right, power or authority to create any contract or
obligation, either express or implied, on behalf of, in the name of, or
obligating Client, or to pledge Client's credit, or to extend credit in Client's
name unless Client shall consent thereto in advance in writing. Client shall
have the right to appoint or otherwise designate suitable representatives
(herein collectively referred to as "Contractor's Representatives"). Contractor
shall be solely responsible for Contractor's representatives and their acts.
Contractor's Representatives shall be at Contractor's own risk, expense, and
supervision, and Contractor's Representatives shall not have any claim against
Client for salaries, commissions, items of cost, or other form of compensation
or reimbursement, and Contractor represents, warrants, and covenants that
Contractor's Representatives shall be subordinate to Contractor and subject to
each and all of the terms, provisions and conditions applying to Contractor
hereunder. Contractor agrees he or she is not entitled to the rights or benefits
afforded to Client's employees, including disability or unemployment insurance,
workers' compensation, medical insurance, sick leave, or any other employment
benefit. Contractor is responsible for providing, at his or her own expense,
disability, unemployment, and other insurance, workers' compensation, training,
permits and licenses for himself or herself and for his or her employees and
subcontractors.
2.4 Payment of Income Taxes. Contractor is responsible for paying
when due all income taxes, including estimated taxes, incurred as a result of
the compensation paid by Client to Contractor for services under this Agreement.
On request, Contractor will provide Client with proof of timely payment.
Contractor agrees to indemnify Client for any claims, costs, losses, fees,
penalties, interest, or damages suffered by Client resulting from Contractor's
failure to comply with this provision.
2.5 Use of Employees or Subcontractors. Contractor may, at
Contractor's own expense, use any employees or subcontractors as Contractor
deems necessary to perform the services required of Contractor by this
Agreement. Client may not control, direct or supervise Contractor's employees
or subcontractors in the performance of those services.
ARTICLE III COMPENSATION
3.1 Compensation. Three hundred fifty thousand (350,000) shares of
the Client's US$0.0001 par value common stock with Rule 144 restrictions.
3.2 Payment of Expenses. Contractor will be responsible for all
expenses incurred in performing services under this Agreement.
ARTICLE IV OBLIGATIONS OF CONTRACTOR
4.1 Minimum Amount of Service. Contractor agrees to devote a
minimum of one hundred (100) hours per month to performing the above-described
services.
4.2 Non-Exclusive Relationship. Contractor may represent, perform
services for, and contract with as many additional clients, persons, or
companies as Contractor, in his or her sole discretion, sees fit. 4.3 Time
and Place of Performing Work. Contractor may perform the services under this
Agreement at any suitable time and location he or she chooses.
4.4 Web Site Information. Client will supply to Contractor, without
cost, from time to time, reasonable quantities of information and literature on
the Web Site and related activities which Agent, in its sole discretion,
determines would be helpful to Contractor to perform the services under this
Agreement.
4.5 Workers' Compensation. Contractor agrees to provide workers'
compensation insurance for Contractor's employees and agents and agrees to hold
harmless and indemnify Client for any and all claims arising out of any injury,
disability or death of any Contractor's employees or agents.
4.6 Contractor's Qualifications. Contractor represents that he or
she has the qualifications and skills necessary to perform the services under
this Agreement in a competent, professional manner, without the advice or
direction of Client. This means Contractor is able to fulfill the requirements
of this Agreement. Failure to perform all the services required under this
Agreement constitutes a material breach of the Agreement. Contractor has
complete and sole discretion for the manner in which the work under this
Agreement will be performed.
ARTICLE V OBLIGATIONS OF CLIENT
5.1 Cooperation of Client. Client agrees to comply with all reasonable
requests of Contractor and provide access to all documents reasonably necessary
to the performance of Contractor's duties under this Agreement.
5.2 Place of Work. Contractor agrees that Client is not responsible for
furnishing space on Client's premises for use by Contractor while performing the
services under this Agreement.
ARTICLE VI TERMINATION OF AGREEMENT
6.1 Expiration of Agreement. Unless otherwise terminated as provided in
this Agreement, this Agreement will continue in effect for a period of two (2)
years and shall then terminate unless renewed in writing by both parties.
6.2 Termination on Notice. Notwithstanding any other provision of this
Agreement, either party may terminate this Agreement at any time by giving
thirty (30) days written notice to the other party. Unless otherwise terminated
as provided in this Agreement, this Agreement will continue in force for a
period of two (2) years.
6.3 Termination on Occurrence of Stated Events. This Agreement will
terminate automatically on the occurrence of any of the following events: (a)
Bankruptcy or insolvency of either party;
(b) Sale of the business of either party;
(c) Death of Contractor; and/or
(d) Assignment of this Agreement by either party without the consent of the
other party.
6.4 Termination for Default. If either party defaults in the
performance of this Agreement or materially breaches any of its provisions, the
non-breaching party may terminate this Agreement by giving at least thirty (30)
days written notification to the breaching party. Termination will take effect
immediately on receipt of notice by the breaching party or five (5) days after
mailing notice, whichever occurs first. For the purposes of this Section 6.4,
material breach of this Agreement includes, but is not limited to, the
following:
(a) Client's failure to pay Contractor any compensation due within forty-
five (45) days after written demand for payment.
(b) Contractor's failure to complete the services specified in Section 2.1
of this Agreement.
(c) Contractor's material breach of any warranty, representation or
agreement contained in this Agreement.
ARTICLE VII NON-DISCLOSURE OF PROPRIETARY INFORMATION; NON-COMPETITION AND NON-
CIRCUMVENTION
7.1 New Developments. Contractor agrees that all designs, plans,
reports, specifications, drawings, inventions, processes, and other information
or items produced by Contractor while performing services under this Agreement
will be assigned to Client as the sole and exclusive property of Client and
Client's assigns, nominees and successors, as will any copyrights, patents or
trademarks obtained by Contractor while performing services under this
Agreement. On request and at Client's expense, Contractor agrees to help Client
obtain patents and copyrights for any new developments. This includes providing
data, plans, specifications, descriptions, documentation, and other information,
as well as assisting Client in completing any required application or
registration.
7.2 Non-Disclosure of Proprietary and Confidential Information By
Contractor. In consideration and recognition of the fact that during the term
of this Agreement, Contractor may have access to Proprietary Information (as
used in this Article VII "Proprietary Information" shall mean and include,
without limitation, any and all marketing and sales data, plans and strategies,
financial projections, Client lists, prospective Client lists, promotional
ideas, data concerning Client's services, designs, methods, inventions,
improvements, discoveries, designs whether or not patentable, "know-how",
training and sales techniques, and any other information of a similar nature
disclosed to Contractor or otherwise made known to Contractor as a consequence
of or through this Agreement during the term hereof. The term Proprietary
Information shall not include any information that (i) at the time of the
disclosure or thereafter is or becomes generally available to and known by the
public, other than as a result of a disclosure by Contractor or any agent or
representative of Contractor in violation of this Agreement, or (ii) was
available to Contractor on a non?confidential basis from a source other than
Client, or any of Client's officers, directors, employees, agents or other
representatives) or other information and data of a secret and proprietary
nature which Client desires to keep confidential, and that Client has furnished,
or during the term will furnish such information to Contractor, Contractor
agrees and acknowledges (as used in this Article VII, Contractor shall mean and
include, Contractor and any subsidiaries, affiliates, related entities,
officers, agents, shareholders, partners, principals and/or employees) that
Client has exclusive proprietary rights to all Proprietary Information, and
Contractor hereby assigns to Client all rights that he or she might otherwise
possess in any Proprietary Information. Except as required in the performance
of Contractor's duties to Client, Contractor will not at any time during or
after the term hereof, directly or indirectly use, communicate, disclose,
disseminate, lecture upon, publish articles or otherwise put in the public
domain, any Proprietary Information relating to Client or Client's services,
products or business. Contractor agrees to deliver to Client any and all copies
of Proprietary Information in the possession or control of Contractor upon the
expiration or termination of this Agreement, or at any other time upon request
by Client. The provisions of this section shall survive the termination of this
Agreement.
7.3 Consideration and recognition of the fact that Contractor has access to
Proprietary Information under the terms and provisions of this Agreement and
that Client will be introducing Contractor to various product manufacturers,
retailers and distributors, Contractor represents, warrants and covenants to
Client as follows:
(a) Contractor shall at no time disclose to any person, without Client's
prior written consent, any of the terms, conditions or provisions specified in
this Agreement unless such disclosure is lawfully required by any federal
governmental agency or is otherwise required to be disclosed by law or is
necessary in any legal proceeding regarding the subject matter of this
Agreement.
(b) During the term of this Agreement, Contractor shall not circumvent
Client for the purpose of transacting any business with any person or entity
which business shall interfere with any relationship whatsoever between such
person or entity and Client, or use any Proprietary Information to compete with
the business of Client. Contractor shall not solicit any of Client's employees,
independent contractors or agents for employment. Contractor shall not hire or
engage in any way, any enterprise or person that competes with, or is engaged in
a business substantially similar to, the business of Client.
(c) Contractor shall not for a period of two (2) years immediately following
the termination of this Agreement with Client, either directly or indirectly (i)
make known to any person, firm or corporation the names or addresses of any of
Client's clients or any other information pertaining to them or Client's
products or services; (ii) call on, solicit, or take away, or attempt to call
on, solicit or take away any of Client's clients either on Contractor's behalf
or that of another person, firm or corporation.
(d) Contractor shall not, during the term hereof or for a period of two (2)
years following such term, enter into an agreement or contract directly with any
manufacturer, retailer or distributor introduced to Contractor by Client for any
services provided by Client herein or for any similar services.
(e) Contractor acknowledges and agrees that the representations, warranties
and covenants made by Contractor and set forth in this section are material and
that Client would not enter into this Agreement without Contractor's making such
representations, warranties and covenants to Client.
(f) Contractor acknowledges and agrees that any breach by Contractor of the
representations, warranties and covenants contained herein will cause
irreparable harm and loss to Client, which harm and loss cannot be reasonably or
adequately compensated in damages in an action at law. Therefore, Contractor
expressly agrees that, in addition to any other rights or remedies which Client
may possess, Client shall be entitled to injunctive and other equitable relief
to prevent or remedy a breach of the representations, warranties and covenants
made by Contractor herein.
(g) The terms and provisions of this section shall survive the termination
of this Agreement for a period of two (2) years.
ARTICLE VIII GENERAL PROVISIONS
8.1 Notices. Unless otherwise provided in this Agreement, any notice
required or permitted by this Agreement to be given to either party shall be
deemed to have been duly given if in writing and delivered personally or mailed
by first-class, registered or certified mail, postage prepaid and addressed as
follows:
If to Contractor: Bisell Investments Inc.
Xxxxxxxxx Xxxxx,
Xxxxxxxxx Xx. Xxxxxxxxxx, Xxxxxxxx
If to Client: Precise Life Sciences Ltd. 0000 Xxxx
Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0
8.2 Assignment of Contract. Contractor shall not assign or
otherwise transfer its rights under this Agreement, without the prior written
consent of Client. Any attempt to make such an assignment without Client's
consent shall be void. Client's consent shall not be reasonably withheld.
8.3 Amendments. Contractor and Client agree that this Agreement
shall be modified only by a written agreement duly executed by persons
authorized to execute agreements on their behalf.
8.4 Nonwaiver. Contractor and Client agree that no failure to
exercise, and no delay in exercising any right, power, or privilege hereunder on
the part of either party shall operate as a waiver of any right, power or
privilege. Contractor and Client further agree that no single or partial
exercise of any right, power, or privilege hereunder shall preclude its further
exercise.
8.5 Payment of Monies Due Deceased Contractor. If Contractor dies before
completing the services under this Agreement, any monies due Contractor from
Client under this Agreement as of the date of death will be paid to Contractor's
executors, administrators, heirs, personal representatives, successors and
assigns.
8.6 Attorneys' Fees. If any legal or equitable action is necessary
to enforce the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorneys' fees in addition to any other relief to which that
party may be entitled. This provision shall be construed as applicable to the
entire Agreement.
8.7 Severability. If any part of this Agreement is adjudged by any
court of competent jurisdiction to be invalid, that judgment shall not affect or
nullify the remainder of this Agreement, and the effect shall be confined to the
part immediately involved in the controversy adjudged.
8.8 Governing Law. This Agreement shall be deemed to have been made
in, and shall be construed pursuant to, the laws of the State of Delaware.
8.9 Entire Agreement. Client and Contractor acknowledge and agree
that this Agreement including the Exhibits attached hereto, is the complete and
exclusive statement of the mutual understanding of the parties and that it
supersedes and cancels all previous written and oral agreements and
communications relating to the subject matter of this Agreement.
8.10 Indemnification. Contractor shall save Client and its agents,
officers, directors, shareholders, employees, attorneys, successors,
predecessors, parent and subsidiary corporations, affiliates, accountants,
representatives, contractors, and assigns and all persons acting by, through,
under or in concert with any of them, harmless from and against and shall
indemnify Client and its agents, officers, directors, shareholders, employees,
attorneys, successors, predecessors, parent and subsidiary corporations,
affiliates, accountants, representatives, contractors, and assigns and all
persons acting by, through, under or in concert with any of them, for any
liability, loss, costs, expenses, or damages howsoever caused by reason of any
injury (whether to body, property, or personal or business character or
reputation) sustained by any person or to property by reason of any act,
neglect, default or omission of Contractor or any of Contractor's agents,
employees, or other representatives, and Contractor shall pay all amounts to be
paid or discharged in case of an action or any such damages or injuries. If
Client or its agents, officers, directors, shareholders, employees, attorneys,
successors, predecessors, parent and subsidiary corporations, affiliates,
accountants, representatives, contractors, and assigns and all persons acting
by, through, under or in concert with any of them, is sued in any court for
damages by reason of any of the acts of Contractor, Contractor or such other
party shall defend the resulting action (or cause same to be defended) at
Contractor's expense and shall pay and discharge any judgment that may be
rendered in any such action; if Contractor fails or neglects to so defend in
such action, Client may defend such action and any expenses, including
reasonable attorneys' fees, which Client may pay or incur in defending such
action and the amount of any judgment which Client may be required to pay shall
be promptly reimbursed by Contractor upon demand by Client.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be signed on
the date first written above.
CONTRACTOR CLIENT
Asiatic Management Consultants Precise Life Sciences Ltd., a
British Columbia Corporation a Nevada Corporation
/s/ C. Khuan /s/ X. Xxxxxx
Its: Authorized signatory By: Xxxxxx Xxxxxx
Its: President
