CONSULTING AGREEMENT
EXHIBIT
10.2
THIS
AGREEMENT dated as of the 20th day of July
2007
BETWEEN:
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XXXXXXX
CFO Resources Inc.
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(hereinafter
referred to as the “Consultant”)
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AND:
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ZIM
Corporation
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(hereinafter
referred to as the “Corporation”)
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WHEREAS
the Consultant has expertise in certain areas to provide assistance
to
the Corporation on the terms and conditions set forth herein; and
WHEREAS
the Corporation is willing to engage the Consultant as an independent
contractor, and not as an employee, on the terms and conditions set forth
herein;
NOW
THEREFORE, in
consideration of the obligations herein made and undertaken, the parties,
intending to be legally bound, covenant and agree as follows:
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1.
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Interpretation
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1.1
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Sections
and Headings are included for convenience of reference only and shall
not
affect the construction or interpretation
hereof.
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1.2
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This
agreement may not be amended or modified in any respect except by
written
instrument signed by both
parties.
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2.
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Character
and Extent of Services
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2.1
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It
is the mutual intent of the parties hereto that the Consultant shall
act
strictly in a professional consulting capacity for the Corporation
for all
purposes and in all situations.
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2.2
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The
Consultant shall provide ongoing and project-specific services for
the
Corporation in areas related to the expertise of the
Consultant.
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2.3
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The
Consultant reserves full control over activities, selection of methods,
and work done under the terms of this agreement as provided to the
Corporation.
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2.4
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The
Consultant agrees to perform work done under the terms of this agreement
in accordance with the highest and best professional standards. The
Consultant shall faithfully serve and shall devote his skills and
attention to the duties in the best interests of the
Corporation.
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3.
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Term
and Termination of the
Agreement:
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3.1
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This
agreement shall begin July 20th,
2007 and
unless terminated earlier pursuant to the terms of this agreement
will
remain in effect until superseded by another agreement between the
Corporation and the Consultant. This agreement may be terminated
by either
party on 30 days notice written and delivered to the other party
by
registered mail or hand delivered.
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3.2
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Either
party may terminate this agreement if the other party breaches any
term
hereof and the breaching party fails to cure such breach within five
(5)
business days of having received written notice of such
breach.
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4.
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Compensation
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4.1
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From
time to time, as determined by the directors of the Corporation,
the
Corporation may issue to the Consultant options to purchase additional
shares, such options to be subject to the Corporation’s standard terms and
conditions.
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4.2 Schedule:
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The
consultant shall provide records of hours worked and describe work
on each
invoice.
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Payment:
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The
Consultant will perform the work covered by this contract at a standard
rate of $500 Canadian dollars per 8 hour day or $62.50 Canadian Dollars
per hour plus options to purchase Zim shares based on the following
formula.
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(Hours
Work * $93.75 CDN Dollars) / Price at close of trading on the last
trading
day of the month the work was performed. All options will vest immediately
upon issue and will be issued on the last day of each
month.
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The
consultant will be required to sign the standard option agreement
of the
client and be bound by the same trading rules and restrictions as
the
insiders of the client.
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The
Client will remit payment to the consultant within 5 business days
of
receipt of invoice.
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The
Client will reimburse the Consultant for all expenses properly incurred
by
the Consultant and approved by the Client in connection with the
duties of
Consultant for Client.
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4.3
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Unless
otherwise agreed to by both parties to this agreement, no further
compensation shall be payable to the Consultant pursuant to this
agreement.
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5. Expenses
The
consultant is responsible for all expenses specifically related to the
performance of the services under this agreement unless previously agreed upon
by both parties, approved in advance by an officer of the Corporation and
supported by appropriate documentation.
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6.
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Confidentiality
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6.1
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It
is understood that in the performance of work under the terms of
this
agreement the Consultant will obtain information about the Corporation
and
the Corporation's clients, and that such information may include
financial
data, client lists, methods of operating, policy statements, and
other
confidential data.
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6.2
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The
Consultant shall restrict the use of such above-mentioned information
to
the performance of work done under the terms of this agreement. Upon
completion of work done under the terms of this agreement, all documents
(originals and copies) taken from the Corporation to facilitate the
work
being done will be returned to the
Corporation.
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6.3
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The
Consultant shall protect the confidential information against unauthorized
disclosure using the same degree, but not less than a reasonable
care, as
the Consultant uses to protect its own confidential information of
a like
nature.
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7.
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Liability
and Indemnification
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(a) The
Consultant shall be liable for his or her own actions and agrees and covenants
to indemnify and save the Corporation (and its directors, officers, employees
and agents) harmless from and against any claims, demands, debts, actions,
causes of action, damages, loss, costs, legal fees on a solicitor and client
basis, liability or expenses which may be brought against or be suffered or
incurred by the Corporation (or its directors, officers, employees and agents)
in connection with, in whole or in part:
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(i)
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the
Consultant’s obligations under this agreement and the performance or
non-performance thereof;
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(ii)
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any
negligent act, omission or willful misconduct of the Consultant in
the
performance of this agreement;
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(iii)
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payment
or non-payment of the taxes referred to in Section
8;
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(iv)
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any
breach of the representations set out in Section 9;
or
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(v)
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any
payment of license fees and all other payments analogous to royalties
for,
and also claims for damages based on, the use or infringement of
any
patent, registered industrial design, trade-xxxx, copyrighted work,
trade
secret, or other intellectual property right, and any costs or expenses
incurred as a result of the exercise by any person of any moral rights
that results from or is alleged to result from the carrying out of
the
services performed hereunder or from the use or disposal by the
Corporation of anything furnished by the Consultant
hereunder.
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(b)
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The
Company shall indemnify and save the Consultant harmless from and
against
any third party claims, demands, debts, actions, causes of action,
damages, loss, costs, legal fees on a solicitor and client basis,
liability or expenses which may be brought against or be suffered
or
incurred by the Consultant (the “Claims”) in connection with, in whole or
in part, this Agreement, the Consultant’s delivery of services to the
Company under this Agreement, or the Company’s use of the deliverables
provided by the Consultant under this
Agreement.
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(c)
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The
obligations of the parties under this Section 7 shall survive any
termination or expiry of this
Agreement.
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8.
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Relationship
of Parties
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The
parties hereto are independent contractors and nothing in this agreement shall
be construed to make the parties hereto partners, joint ventures, employees
or
agents of each other, nor shall either party hold itself out as having such
authority. Without limiting the generality of the foregoing:
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(i)
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the
Consultant shall not be entitled to any benefits, perquisites or
privileges given or extended to the Corporation’s employees. No
oral representations by employees of the Corporation shall have the
effect
of overriding this Agreement; and
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(ii)
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the
Consultant shall report as income all compensation received pursuant
to
this agreement and shall pay all applicable taxes of any kind which
may be
or become payable thereon, including without limitation the Canadian
Goods
and Services Tax. The Corporation will not make any deductions from
its
payments to the Consultant for taxes, insurance, bonds or any other
subscription of any kind.
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9.
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Residence
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The
Consultant hereby represents to the Corporation and acknowledges that the
Corporation is relying upon such representation in connection with the
transactions contemplated hereby that he is a resident of Canada for the
purposes of the Income Tax Act (Canada) and a resident of the Province
of Ontario for the purposes of the Securities Act
(Ontario).
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10.
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Applicable
Law
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Both
parties agree that this agreement is to be interpreted in and construed in
accordance with the laws of the Province of Ontario and the Laws of Canada
applicable therein and shall be treated in all respects as an Ontario
contract.
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11.
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Assignment
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The
Corporation reserves the right to assign all or any part of its interest in,
and
to, this agreement. The Consultant may not assign or transfer this agreement;
any interest therein or claim thereunder without the written approval of the
Corporation.
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12.
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Integration
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This
agreement, together with any stock option agreement(s) and related documents,
constitute the entire contract between the parties and may be cancelled,
modified, or amended only by a written supplemental document executed and signed
by each of the parties hereto.
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13.
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Counterparts
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This
agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed an original and all of which, taken together, shall
constitute one and the same instrument. Any party may execute this agreement
by
facsimile.
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remainder of this page has been intentionally left blank]
IN
WITNESS HEREOF, the parties hereto have accepted and executed this agreement
as
of the date first written above
ZIM
Corporation
/s/ Xxxxxxx Xxxxxxxx
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Xxxxxxx
Xxxxxxxx
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President
& CEO
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Signature
of Consultant:
XXXXXXX
CFO Resources Inc.
/s/ Xxxx
Xxxxxxx
Xxxx
Xxxxxxx
President
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July
20, 2007
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Date
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