ENGAGEMENT AGREEMENT
THIS
AGREEMENT
made as
of the 4th
day of
July 2005.
BETWEEN:
THE
TRADESHOW MARKETING COMPANY LTD.,
a
public Nevada Corporation having an office located at
____________________(the
"Company")
OF
THE FIRST PART
AND:
LUNIEL
DE BEER, a
businessperson of
_________________________________________________________________________(the
"Consultant")
OF
THE SECOND PART
WHEREAS:
A. The
Company is a publicly traded company.
B. The
Company wishes to engage the Consultant on the terms and conditions of this
Agreement.
NOW
THEREFORE THIS AGREEMENT WITNESSES
that in
consideration of the material promises and conditions contained in this
Agreement, the Company and the Consultant agree as follows:
1. Engagement
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The
Company hereby engages the Consultant and the Consultant hereby accepts
the engagement upon the terms and conditions hereinafter set
forth.
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2.
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Period
of Engagement
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Subject
to the provisions for termination as hereinafter provided, the term
of the
engagement shall be for an initial period of one year commencing
on April
30, 2005 and shall automatically renew thereafter for one (1) year
periods
with the mutual agreement of the parties (the "Period
of Engagement"),
unless the Company or the Consultant gives the other party 60 days
written
notice of non-renewal, in which case this Agreement will
terminate.
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3.
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Services
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The
Consultant agrees to serve in the position and carry out the duties
and
responsibilities described in Schedule "A" and perform such other
services as may be designated from time to time by the
Company.
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4.
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Compensation
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| (a) |
Fee
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For
all services rendered by the Consultant under this Agreement, the
Company
shall pay the Consultant, a one-time base fee of 35,000 shares issued
April 30, 2005 from treasury of the
Company.
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(b)
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Incentives/Bonuses
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In
addition to the fee set forth above, the Consultant shall be compensated
from time to time for the raising of capital for the Company, the
introduction of private placees to the Company, or any such other
event
that encourages investment in and/or improves the operability of
the
Company.
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(c)
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Expenses
Reimbursement
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The
Company will reimburse the Consultant for the costs of all travel to meetings
where attendance has been specifically requested by the Company.
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5.
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Benefits
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If
the Consultant becomes eligible therefor, the Company shall provide
the
Consultant with the right to participate in and to receive benefits
from
all insurance and all similar benefits made available generally to
employees of the Company, as determined by the Board of Consultants
of the
Company. Notwithstanding the foregoing provisions of this section,
the
amount and extent of any benefits to which the Consultant may be
entitled
shall be governed by the provisions of any employee benefit plans
adopted
by the Company, as amended from time to
time.
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6.
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Termination
of Engagement
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| (a) |
Termination
by the Company
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The
Company may at any time during the Period of Engagement terminate this Agreement
for cause, without notice and without liability for any claim, action or demand
upon the happening of one or more of the following events:
| (i) |
if
the Consultant, fails or refuses, repeatedly, to comply in any material
respect with the reasonable policies, standards or regulations of
the
Company established from time to time in writing and in accordance
with
this Agreement;
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| (ii) |
if
the Consultant fails to perform in any material respect his duties
determined by the Company in accordance with this Agreement and consistent
with the customary duties of the Consultant’s
engagement;
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| (iii) |
if
the Consultant conducts himself in a wilfully dishonest, or an unethical
or fraudulent manner that materially discredits the Company or is
materially detrimental to the reputation, character or standing of
the
Company; or
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| (iv) |
if
the Consultant conducts any unlawful or criminal activity, which
activity
materially discredits the Company or is materially detrimental to
the
reputation, character or standing of the
Company.
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Notwithstanding
the above, the Company may at any time during the Period of Engagement terminate
this Agreement by paying to the Consultant a lump sum amount equal to three
month’s fee, and by providing to the Consultant the amount of any performance
bonus to which the Consultant would have been entitled or becomes entitled
to
pursuant to Section 4(b) above.
(b) Termination
by the Consultant
The
Consultant may terminate this Agreement at any time by providing 60 days written
notice to the Company and any fee or performance bonus to which the Consultant
would have been entitled or becomes entitled to pursuant to Section 4(b) above
will cease on the date of termination.
7. Property
of the Company
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The
Consultant hereby acknowledges and agrees that all personal property,
including without limitation, all books, manuals, records, reports,
notes,
contracts, lists, and other documents, proprietary information (as
defined
below), copies of any of the foregoing, and equipment furnished to
or
prepared by the Consultant in the course of or incidental to his
engagement, including, without limitation, records and any other
materials
pertaining to the Company or its business, belonging to the Company
shall
be promptly returned to the Company upon termination of the Period
of
Engagement.
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8. Proprietary
Information and Non-Competition
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(a)
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Proprietary
Information
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"Proprietary
Information"
means information about the Company disclosed to the Consultant,
known by
the Consultant or developed by the Consultant, alone or with others,
in
connection with his engagement by the Company, which is not generally
known to the industry in which the Company is or may become engaged
about
the Company's products, processes, and services, including but not
limited
to, information relating to customers, sources of supply, personnel,
sources or methods of financing, marketing, pricing, merchandising,
interest rates, or sales.
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(b)
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Non-Disclosure
of Proprietary Information
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The
Consultant acknowledges that all Proprietary Information is received
or
developed by him in confidence and is the property of the Company.
During
the period of engagement and thereafter, the Consultant will not,
directly
or indirectly, except as required by the normal business of the Company
or
expressly consented to in writing by the
Company:
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(i)
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disclose,
publish or make available, other than to an authorized employee,
officer,
or Consultant of the Company, any Proprietary
Information;
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(ii)
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sell,
transfer or otherwise use or exploit any Proprietary
Information;
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(iii)
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permit
the sale, transfer, or use or exploitation of any Proprietary Information
by any third party; or
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(iv)
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retain
upon termination or expiration of the Period of Engagement any Proprietary
Information, any copies thereof or any other tangible or retrievable
materials containing or constituting Proprietary
Information.
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(c)
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Disclosure
of Proprietary Information
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If,
at any time, the Consultant becomes aware of any unauthorized access,
use,
possession or knowledge of any Proprietary Information, the Consultant
shall immediately notify the Company. The Consultant shall provide
all
reasonable assistance to the Company to protect the confidentiality
of any
such Proprietary Information that the Consultant may have directly
or
indirectly disclosed, published or made available to third parties
in
breach of this Agreement, including, but not limited to, reimbursement
for
any and all solicitor's fees that the Company may incur to protect
its
rights therein. The Consultant shall take all reasonable steps requested
by the Company to prevent the recurrence of such unauthorized access,
use,
possession or knowledge.
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(d)
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Interference
with Business
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During
the Period of Engagement, the Consultant shall devote sufficient
time,
ability and attention to the business of the Company. During the
Period of
Engagement, the Consultant shall not, directly or indirectly, compete
or
assist any third party in competing with the Company. Following the
Period
of Engagement, the Consultant shall
not:
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(i)
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employ
any Proprietary Information for himself or in the service of others
or
interfere with the Company's relationship with its clients, purchasers
or
suppliers;
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(ii)
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use
Proprietary Information to solicit business for himself or in the
service
of others from clients, suppliers or purchasers of the
Company;
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(iii)
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in
any way breach the confidence that the Company has placed in the
Consultant;
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(iv)
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misappropriate
any Proprietary Information; or
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(v)
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breach
any of the provisions of this
section.
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(e) Non-Competition
by the Consultant
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During
the Period of Engagement and for a term of one (1) year following
the
termination of engagement, however terminated, the Consultant shall
not,
within the United States, excluding the State of
Hawaii:
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(i)
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enter
into or engage in any business which reasonably may detract from,
compete
with, or conflict with the business of the Company;
or
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(ii)
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solicit
customers, business, patronage, or orders for, or sell, any service
in
competition with, or for any business which competes with the Company's
business; or
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| (iii) |
promote
or assist, financially or otherwise, any person, firm, association
or
corporation engaged in any business which competes with the Company's
business; or
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| (iv) |
take
his own company or business public during the term of this engagement.
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directly
or indirectly, whether as an individual on his own account, or as
a
partner, joint venturer, employee, agent, salesman, consultant, officer
and/or Consultant of any person, firm or corporation, or as a stockholder
of any corporation in which the Consultant or his spouse, child or
parent
own, directly or indirectly, more than 10% of the outstanding
stock.
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(e) Non-Competition
by the Company
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During
the Period of Engagement and for a term of one (1) year following
the
termination of engagement, however terminated, the Company shall
not,
within the State of Hawaii:
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(i)
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enter
into or engage in any business which reasonably may detract from,
compete
with, or conflict with the business of the Consultant’s business;
or
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(ii)
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solicit
customers, business, patronage, or orders for, or sell, any service
in
competition with, or for any business which competes with the Consultant's
business; or
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| (v) |
promote
or assist, financially or otherwise, any person, firm, association
or
corporation engaged in any business which competes with the Consultant's
business.
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9. Assignment,
Successors and Assigns
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The
Consultant agrees that he will not assign, transfer or otherwise
dispose
of any rights or obligations under this Agreement. Any such purported
assignment or transfer shall be null and void. Nothing in this Agreement
shall prevent the consolidation of the Company with, or its merger
into,
any other corporation, or the sale by the Company of all or substantially
all of its properties or assets, or the assignment by the Company
of this
agreement and the performance of its obligations hereunder to any
successor in interest or any affiliated company. Subject to the foregoing,
this Agreement shall be binding upon and shall enure to the benefit
of the
parties and their respective heirs, legal representatives, successors,
and
permitted assigns, and shall not benefit any person or entity other
than
those enumerated above.
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10. General
Provisions
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(a)
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Any
notices to be given hereunder by either party to the other shall
be in
writing and may be transmitted by personal delivery or by mail, registered
or certified, postage prepaid with return receipt requested. Mailed
notices shall be addressed to the parties at the address appearing
in the
introductory section of this Agreement, but each party may change
that
address by written notice in accordance with this section. Notice
delivered personally shall be deemed communicated as of the date
of actual
receipt; mailed notices shall be deemed communicated two days after
the
date of mailing.
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(b)
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This
Agreement supersedes any and all other agreements, either oral or
in
writing, between the parties hereto with respect to the engagement
of the
Consultant by the Company, and contains all of the covenants and
agreements between the parties with respect to that engagement in
any
manner whatsoever. Each party to this Agreement acknowledges that
no
representations, inducements, promises, or agreements, orally or
otherwise, have been made by any party, or anyone acting on behalf
of any
party, which are not embodied herein, and that no other agreement,
statement or promise not contained in this Agreement shall be valid
or
binding on either party.
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(c)
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The
parties hereto agree and warrant to use best efforts, due diligence,
and
to maintain full disclosure of all matters of the business and conduct
of
the parties in respect to this
Agreement.
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(d)
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The
parties hereunto agree and acknowledge that they have each sought
separate
counsel because the effects of this Agreement are material to their
fortunes, and the consequences of this Agreement are onerous, far
reaching
and engage serious obligations.
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(e)
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Any
modification of this Agreement will be effective only if it is in
writing
and signed by the party to be bound
thereby.
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(f)
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The
failure of either party to insist on strict compliance with any of
the
terms, covenants, or conditions of this Agreement by other party
shall not
be deemed a waiver of that term, covenant or condition, nor shall
any
waiver or relinquishment of any right or power at any one time or
times be
deemed a waiver or relinquishment of that right to power for all
or any
other times.
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(g)
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If
any provision to this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining
provisions shall nevertheless continue in full force without being
impaired or invalidated in any way.
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(h)
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This
Agreement shall be governed by and construed in accordance with the
laws
and courts of the Province of British
Columbia.
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(i)
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The
parties hereto agree to execute and to cause to be effected such
additional documents or matters as shall be required to fully and
effectually achieve the intent hereof and to achieve matters collateral
hereto including, but not limited to necessary corporate resolutions,
necessary regulatory filings, specific management agreements, or
such
other matters required between the parties that are necessary to
effect
the intent of this Agreement and matters
collateral.
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IN
WITNESS WHEREOF
the
parties have duly executed this Agreement as of the date first written
above.
| THE CORPORATE SEAL of | ) | |
| THE TRADESHOW MARKETING | ) | |
| COMPANY LTD. | ) | |
| was hereunto affixed in the presence | ) | |
| of its duly authorized signatory: | ) | |
| ________________________________ | ) | |
| Authorized Signatory | ) | |
| SIGNED, SEALED AND DELIVERED by | ) | |
| LUNIEL DE BEER in the presence of | ) | ___________________________________ |
| _____________________________ | ) | LUNIEL DE BEER |
| Witness Signature | ) | |
