CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made
and entered into as of the 16th day of October 2001 (the
"Effective Date"), by and between COMMODORE MINERALS, INC., d/b/a
INTAC International, a Nevada corporation (the "Company"), and J.
XXXXX XXXXXXX, a resident of the State of Texas, U.S.A.
("Consultant").
WHEREAS, Consultant possesses a level of expertise in
financial and strategic planning services and public reporting
matters;
WHEREAS, the Company desires to engage the services of
Consultant to assist the Company with certain projects and such
other assignments as may arise from time to time; and
WHEREAS, the Company desires to engage Consultant, and
Consultant desires to provide certain consulting services for the
Company, all pursuant to the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants, terms and conditions contained herein, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. TERM. This Agreement shall commence on the Effective Date
and continue for an initial term ending on December 31, 2001
("Initial Term"). After the Initial Term, this Agreement
shall automatically renew for successive terms of one (1)
year each (each a "Renewal Term") unless either party
provide prior written notice at lease thirty (30) days prior
to the end of such Initial Term or Renewal Term, as
applicable, of its intention not to renew this Agreement.
Either party may terminate this Agreement, with or without
reason, either during the Initial Term or any Renewal Term,
simply by providing the other party hereto with thirty (30)
days advance written notice. Both the Initial Term and any
subsequent Renewal Term shall be referred to herein as the
"Term."
2. Performance of Services.
2.1 Services. Consultant agrees to provide, upon request
by the Company, such financial and strategic planning,
public reporting, consulting and advisory services
("Services") to the Company or its subsidiary entities,
the scope and nature of which shall be subject to
change from time to time, as shall be mutually agreed
upon by the Company and Consultant.
2.2 Non-Exclusive Arrangement. The Company acknowledges
and agrees that Consultant is free to perform similar
services for other persons or entities and that this
Agreement is not an exclusive arrangement for the
services of Consultant. The Company also acknowledges
and agrees that Consultant shall not be required to
expend more than fifteen (15) hours per week providing
the Services, which fifteen (15) hours shall not
include or take into account, if applicable,
Consultant's attendance at Board of Directors' meetings
as a Director or travel time incurred by Consultant
pursuant to the terms of this Agreement.
3. COMPENSATION AND EXPENSES.
3.1 Fee. Subject to the terms and conditions hereof, in
consideration of the Services to be rendered by
Consultant in favor of the Company and/or affiliates of
the Company during the Term, Consultant shall receive
$100 per hour ("Hourly Fee"). Consultant shall not
receive an Hourly Fee in connection with his duties as
a Director. Consultant shall provide the Company with a
reasonably detailed invoice of his Services
(indicating, for example (and at a minimum), the date
that the Service was provided, the amount of time spent
(broken down to the nearest 15-minute increment) and a
description of the task performed and the result
thereof), whereupon the Company shall pay
Consultant for such invoice within thirty (30) days of
the date of receiving such invoice. To the extent the
Company requests any additional documentation under
Section 3.3 below or otherwise disagrees with or
questions the invoice amount as provided therein, the
Company shall have no obligation to pay Consultant for
any amount disputed in good faith until the final
resolution thereof; provided, however, the Company
diligently attempts to promptly resolve all such
disputes.
3.2 Reimbursement of Expenses. The Company agrees to
reimburse Consultant within thirty (30) days of receipt
of an invoice therefor for all out-of-pocket expenses
relating to this Agreement or the Services rendered
hereunder. These expenses shall be summarized in
report form, accompanied with appropriate support data
or receipts, and may include but are not limited to
travel and entertainment, postage, overnight delivery,
courier, long distance telephone, facsimile, special
secretarial services, printing and other similar
charges. Any expense in excess of $1,500.00 shall not
be reimbursed by the Company unless Consultant obtains
approval from the Company prior to incurring any such
expense.
3.3 Waiver. In the event that the Company disagrees with or
questions any amount due under an invoice or requires
additional back-up information with respect to the
invoice amounts, the Company agrees that it shall
communicate such disagreement to, or request some
additional back-up materials from, Consultant in
writing within thirty (30) days of the invoice date.
Any claims not made within such period shall be deemed
waived.
3.4 Applicable Taxes. All fees, charges and other amounts
payable to Consultant hereunder do not include any
sales, use, excise, value added or other applicable
taxes, tariffs or duties, payment of which shall be the
sole responsibility of the Company (excluding any
applicable taxes based on Consultant's income). In the
event that such taxes, tariffs or duties are assessed
against Consultant, the Company shall reimburse
Consultant for any such amounts paid by Consultant.
4. EFFECT OF TERMINATION. In the event this Agreement is
terminated by either party, Consultant agrees to provide a
final invoice for all fees and reimbursable expenses due no
later than thirty (30) days after the stated termination
date. The Company agrees to cause such invoice to be paid,
or provide notice to Consultant that some of all of such
invoiced amounts are being contested by the Company, within
thirty (30) days of receipt thereof.
5. INDEPENDENT CONTRACTOR. Consultant is performing the
Services as an independent contractor and not as an employee
of the Company, and Consultant shall not be entitled to
receive any compensation, benefits or other incidents of
employment from the Company. Nothing in this Agreement
shall be deemed to constitute a partnership or joint venture
between the Company and Consultant, nor shall anything in
this Agreement be deemed to constitute Consultant or the
Company the agent of the other. Neither Consultant nor the
Company shall be or become liable or bound by any
representation, act or omission whatsoever of the other.
6. STOCK/STOCK OPTIONS. The parties hereto agree that if
Consultant should at some point in the future be offered a
senior executive officer position with the Company and, as
part of such engagement, he shall be offered restricted
stock grants and/or stock options, the Company shall use
commercially reasonable efforts to determine the
appropriateness and effects of issuing such stock grants
and/or stock options at an agreed upon price of $3.45 per
share. Consultant acknowledges that nothing contained herein
shall be construed to infer that Consultant shall or may be
offered restricted stock grants or stock options in the
future or that Consultant has any right thereto. Further,
nothing contained herein shall be construed to infer that
Consultant has any right regarding an offer of employment in
the future.
7. CONFIDENTIALITY. All nonpublic information gathered,
developed and otherwise made known to Consultant shall be
held in confidence and only disclosed with the consent of
the Company or as required by law or
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legal process. The confidentiality restrictions and
obligations imposed by this Section shall terminate two (2)
years after expiration or termination of this Agreement.
8. NONASSIGNABILITY; BINDING EFFECT. Neither party shall
assign, transfer or subcontract this Agreement or any of its
obligations hereunder without the other party's express,
prior written consent.
9. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be
deemed to have been duly given upon personal delivery, five
(5) days after being mailed by registered or certified mail,
return receipt requested, or one (1) business day after
being sent by nationally recognized overnight courier.
Notices shall be addressed as follows:
If to the Company: Commodore Minerals, Inc.
Xxxx 0000, 00/X., Xxxxxx Xxxxxxxxx
6 Xxxxx Xxx Street, Xxxx Xxxx
Kowloon, Kong Kong
Attention: Xxx Xxxx
If to Consultant: J. Xxxxx Xxxxxxx
0000 Xxxxxxx Xxx
Xxxxxx, Xxxxx 00000
10. NONSOLICITATION OF EMPLOYEES. Consultant shall not, during
the term of this Agreement and for one (1) year after its
termination, solicit or hire as an employee, consultant or
otherwise any of the Company's employees or independent
contractors, without the Company's express written consent.
11. INTEGRATION; AMENDMENT. This Agreement constitutes the
entire agreement of the parties hereto with respect to its
subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications,
whether oral or in writing. This Agreement may be modified
only in writing and shall be enforceable in accordance with
its terms when signed by each of the parties hereto.
12. AMBIGUITIES. In the event that it shall be determined that
there is any ambiguity contained herein, such ambiguity
shall not be construed against either party hereto as a
result of such party's preparation of this Agreement, but
shall be construed in light of all of the facts,
circumstances and intentions of the parties at the time this
Agreement is executed.
13. SEVERABILITY; GOVERNING LAW. If any one or more of the
provisions or subjects contained in this Agreement is for
any reason held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
will not affect the validity and enforceability of any other
provisions or subjects of this Agreement, and it is the
intention of the parties that there shall be substituted for
such invalid, illegal or unenforceable provision a provision
as similar to such provision as may be possible and yet be
valid, legal and enforceable. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Texas, without regard to the conflict of laws
provision thereof.
14. SURVIVAL. Paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13,
14 and 15 shall survive any expiration or termination of
this Agreement.
15. ATTORNEYS' FEES AND COSTS. If any action in arbitration or
at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which it
may be entitled.
16. MULTIPLE COUNTERPARTS. This Agreement may be executed in
multiple counterparts, each of which for all purposes is to
be deemed an original, and all of which constitute,
collectively, one agreement. In making proof of this
Agreement, it will not be necessary to produce or account
for more than one counterpart of
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this Agreement. Furthermore, a photocopy of any counterpart
will be valid and have the same effect as an original.
17. HEADINGS. The headings of this Agreement are for
convenience only and do not constitute a part of this Agreement.
[Signature Page Follows]
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The parties hereto have executed the Agreement as of the date
specified below.
Company:
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COMMODORE MINERALS, INC.
By: /s/ XXX XXXX Dated: October 16, 2001
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Xxx Xxxx, Chief Executive
Officer
Consultant:
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/s/ J. XXXXX XXXXXXX Dated: October 16, 2001
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J. XXXXX XXXXXXX
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