EXECUTIVE CONSULTANT AGREEMENT
This Executive Consultant Agreement (the "Agreement") is made and entered into
effective as of the 1st day of September 1, 2001 (the "Effective Date"), between
WORLDBID CORPORATION, a Nevada corporation, (the "Company") and XXXXX XXXXXXXX
(the "Consultant").
WHEREAS:
A. The Company is engaged in the business of providing a business to
business world trade Internet web site.
B. The Company desires to retain the Consultant to act as President and
Chief Executive Officer of the Company and to provide consultant services to the
Company on the terms and subject to the conditions of this Agreement.
C. The Consultant has agreed to act as President and Chief Executive Officer
of the Company and to provide consultant services to the Company on the terms
and subject to the conditions of this Agreement.
THIS AGREEMENT WITNESSES THAT in consideration of the premises and mutual
covenants contained in this Agreement and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties,
intending to be legally bound hereby, agree as follows:
1. DEFINITIONS
1.1 The following terms used in this Agreement shall have the meaning
specified below unless the context clearly indicates the contrary:
(a) "Consultant Fee" shall mean the consultant fee payable to the
Consultant at the rate set forth in Section 5.1;
(b) "Board" shall mean the Board of Directors of the Company;
(c) "Term" shall mean the term of this Agreement beginning on the
Effective Date and ending on the close of business on the effective
date of the termination of this Agreement.
2. ENGAGEMENT AS A CONSULTANT
2.1 The Company hereby engages the Consultant as a consultant to provide the
services of the Consultant in accordance with the terms and conditions of this
Agreement and the Consultant hereby accepts such engagement.
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3. TERM OF THIS AGREEMENT
3.1 The term of this Agreement shall become effective and begin as of the
Effective Date, and shall continue until the close of business on August 31,
2003, unless this Agreement is earlier terminated in accordance with the terms
of this Agreement.
4. CONSULTANT SERVICES
4.1 The Consultant agrees to act as President and Chief Executive Officer of
the Company and to perform the following services and undertake the following
responsibilities and duties to the Company to be provided by the Consultant to
the Company as consulting services (the "Consulting Services"):
(a) exercising general direction and supervision over the business and
financial affairs of the Company, including managing and overseeing
the business operations of the Company's operating subsidiaries;
(b) providing overall direction to the management of the Company;
(c) reporting directly to board of directors of Company;
(d) performing such other duties and observing such instructions as may be
reasonably assigned from time to time by or on behalf of the board of
directors of the Company in the Consultant's capacity as President and
Chief Executive Officer, provided such duties are within the scope of
the Company's business and implementation of the Company's business
plan.
4.2 Throughout the Term of this Agreement, the Company shall also nominate
the Consultant to serve as a member of the Board and upon such nomination
Consultant shall agree to so serve.
4.3 The Consultant shall devote his full time, attention and energies to the
business affairs of the Company as may be reasonably necessary for the discharge
of his duties as President and Chief Executive Officer, provided, however, the
Consultant may engage in reasonable investment and other personal activities
that do not interfere with the Consultant's obligations hereunder.
4.4 The Consultant will at all times be an independent contractor and the
Consultant will not be deemed to be an employee of the Company.
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5. CONSULTANT FEE
5.1 During the term of this Agreement, the Company shall pay the Consultant
a consultant fee in consideration for the provision of the Consulting Services
equal $12,500 US month (the "Consultant Fee").
6. STOCK OPTIONS
6.1 The Consultant may be granted, subject to the approval of the Company's
board of directors, incentive stock options to purchase shares of the Company's
common stock in such amounts and at such times as the Board of Directors of the
Company, in their absolute discretion, may from time to time determine. Such
options will be in an amount and of a nature similar to those granted by the
Company to other directors and senior officers of the Company, with adjustment
for the merit and performance of the Consultant. All Stock Options will be
subject to the terms and conditions of the Company's Stock Option Plan, a copy
of which has been delivered to the Consultant. The Consultant acknowledges and
agrees that (i) the Consultant will only sell any shares issued by the Company
on exercise of any Stock Options in accordance with all applicable securities
laws, including the Securities Act of 1933; and (ii) the shares issued upon
exercise of any Stock Options may be subject to restrictions on resale imposed
by applicable securities law; and (iii) the Company may legend all stock
certificates representing the shares issued upon exercise of any Stock Options
with applicable resale restrictions, as reasonably advised by the Company's
legal counsel; (iv) the Consultant has received and reviewed a copy of the Stock
Option Plan.
7. REIMBURSEMENT OF EXPENSES
7.1 The Company will pay to the Consultant, in addition to the Consultant
Fee, the reasonable travel and promotional expenses and other specific expenses
incurred by the Consultant in provision of the Consulting Services, provided the
Consultant has obtained the prior written approval of the Company.
8. TERMINATION
8.1 The Company may terminate this Agreement at any time upon the
occurrence of any of the following events of default (each an "Event of
Default"):
(a) the Consultant's commission of an act of fraud, theft or embezzlement
or other similar willful misconduct;
(b) the neglect or breach by the Consultant of his material obligations or
agreements under this Agreement; or
(c) the Consultant's refusal to follow lawful directives of the Board,
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provided that notice of the Event of Default has been delivered to the
Consultant and provided the Consultant has failed to remedy the default within
thirty days of the date of delivery of notice of the Event of Default.
8.2 The Company may at its option terminate this Agreement in the absence of
an Event of Default by delivering notice of termination to the Consultant and
paying to the Consultant an amount equal to six months of the Consultant Fee in
a lump sum as full and final payment of all amount payable under this Agreement,
including damages for wrongful termination.
8.3 The Consultant may terminate this Agreement at any time in the event of
any breach of any material term of this Agreement by the Company, provided that
written notice of default has been delivered to the Company and the Company has
failed to remedy the default within thirty days of the date of delivery of
notice of default.
8.4 On termination of this Agreement for any reason, all rights and
obligations of each party that are expressly stated to survive termination or
continue after termination will survive termination and continue in full force
and effect as contemplated in this Agreement.
9. PROPRIETARY INFORMATION AND DEVELOPMENTS
9.1 The Consultant will not at any time, whether during or after the
termination of this Agreement for any reason, reveal to any person or entity any
of the trade secrets or confidential information concerning the organization,
business or finances of the Company or of any third party which the Company is
under an obligation to keep confidential, except as may be required in the
ordinary course of performing the Consultant Services to the Company, and the
Consultant shall keep secret such trade secrets and confidential information and
shall not use or attempt to use any such secrets or information in any manner
which is designed to injure or cause loss to the Company. Trade secrets or
confidential information shall include, but not be limited to, the Company's
financial statements and projections, expansion proposals, customer lists and
details of its Internet web site or business relationships with banks, lenders
and other parties not otherwise publicly available.
9.2 If at any time or times during the term of this Agreement, the
Consultant shall (either alone or with others) make, conceive, create, discover,
invent or reduce to practice any invention, modification, discovery, design,
development, improvement, process, software program, work of authorship,
documentation, formula, data technique, know-how, trade secret or intellectual
property right whatsoever or any interest therein (whether or not patentable or
registrable under copyright, trademark or similar statutes or subject to
analogous protection) (herein called "Developments") that (i) relates to the
business of the Company or
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any of the products or services being developed, manufactured or sold by the
Company or which may be used in relation therewith, (ii) results from tasks
assigned the Consultant by the Company or (iii) results from the use of premises
or personal property (whether tangible or intangible) owned, leased or
contracted for by the Company, such Developments and the benefits thereof are
and shall immediately become the sole and absolute property of the Company and
its assigns, as works made for hire or otherwise, and the Consultant shall
promptly disclose to the Company (or any persons designated by it) each such
Development and, as may be necessary to ensure the Company's ownership of such
Developments. The Consultant hereby assigns any rights (including, but not
limited to, any copyrights and trademarks) the Consultant may have or acquire in
the Developments and benefits or rights resulting therefrom to the Company and
its assigns without further compensation and shall communicate, without cost or
delay, and without disclosing to others the same, all available information
relating thereto (with all necessary plans and models) to the Company.
The Consultant will, during the term of this Agreement and at any time
thereafter, at the request and cost (including the Consultant's reasonable
attorney's fees) of the Company, promptly sign, execute, make and do all such
deeds, documents, acts and things as the Company and, its duly authorized agents
may reasonably require:
(a) to apply for, obtain, register and vest in the name of the Company
alone (unless the Company otherwise directs) letters patent,
copyrights, trademarks or other analogous protection for any
Developments in any country throughout the world and when so obtained
or vested to renew and restore the same; and
(b) to defend any judicial, opposition or other proceedings in respect of
such applications and any judicial, opposition or other proceedings or
petitions or applications for revocation of such letters patent,
copyright, trademark or other analogous propose.
In the event the Company is unable, after reasonable effort, to secure the
Consultant's signature on any application for letters patent, copyright or
trademark registration or other documents regarding any legal protection
relating to a Development, whether because of the Consultant's physical or
mental incapacity or for any other reason whatsoever, the Consultant hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as his respective agent and attorney-in-fact, to act for and in his
behalf and stead to execute and file any such application or applications or
other documents and to do all other lawfully permitted acts to further the
prosecution, and issuance of letters patent, copyright or trademark
registrations or any other legal protection thereon with the same legal force
and effect as if executed by the Consultant as applicable.
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9.3 The obligations of the Consultant set forth in Sections 9.1 and 9.2 will
survive termination of this Agreement.
10. NON-COMPETE; NON-HIRE
10.1 The Consultant agrees that, in the event of termination of this
Agreement, for a period of one (1) year following the termination of this
Agreement, the Consultant will not, without the Company's consent, directly or
alone or as a partner, joint venturer, officer, director employee, consultant,
agent, independent contractor or stockholder or other owner of any entity or
business, engage in any business which is directly competitive with the business
of the Company in any territory in which the Company is engaged in business at
the date of termination, including any business involving providing a business
to business world trade Internet web site; provided, however, that the ownership
by the Consultant of not more than five percent (5%) of the shares of any
publicly traded class of stock of any corporation shall not be deemed, in and of
itself, to violate the prohibitions of this Section 10.1.
10.2 The Consultant agrees that, in the event of any termination of this
Agreement, for a period of one (1) year following such termination of this
Agreement, the Consultant will not hire or otherwise employ or retain, or
knowingly permit (to the extent reasonably within his control) any other entity
or business which employs the Consultant or in which the Consultant has any
ownership interest or is otherwise involved to hire or otherwise employ or
retain, any person who was employed or engaged as a consultant or employee by
the Company as of the date of the termination of this Agreement.
10.3 The restrictions in this Section 10, to the extent applicable, shall be
in addition to any restrictions imposed upon the Consultant by statute or at
common law.
10.4 The parties hereby acknowledge that the restrictions in this Section 10
have been specifically negotiated and agreed to by the parties hereto and are
limited only to those restrictions reasonably necessary to protect the Company
from unfair competition. The parties hereby agree that if the scope or
enforceability of any provision, paragraph or subparagraph of this Section 10 is
in any way disputed at any time, and should a court find that such restrictions
are overly broad, the court may modify and enforce the covenant to the extent
that it believes to be reasonable under the circumstances. Each provision,
paragraph and subparagraph of this Section 10 is separable from every other
provision, paragraph and subparagraph and constitutes a separate and distinct
covenant.
10.5 The obligations and agreements of the Consultant set forth in Sections
10.1, 10.2, 10.3 and 10.4 will survive termination of this Agreement for the
periods specified in Sections 10.1 and 10.2.
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11. RELIEF
11.1 The Consultant hereby expressly acknowledges that any breach or
threatened breach by the Consultant of any of the terms set forth in Section 9
or 10 of this Agreement may result in significant and continuing injury to the
Company, the monetary value of which would be impossible to establish, and any
such breach or threatened breach will provide the Company with any and all
rights and remedies to which it may be entitled under the law, including but not
limited to injunctive relief or other equitable remedies.
12. PARTIES BENEFITED; ASSIGNMENTS
12.1 This Agreement shall be binding upon, and inure to the benefit of, the
Consultant, his heirs and his personal representative or representatives, and
upon the Company and its successors and assigns. Neither this Agreement nor any
rights or obligations hereunder may be assigned by the Consultant.
13. NOTICES
13.1 Any notice required or permitted by this Agreement shall be in writing,
sent by registered or certified mail, return receipt requested, or by overnight
courier, addressed to the Board and the Company at its then principal office, or
to the Consultant at the address set forth in the preamble, as the case may be,
or to such other address or addresses as any party hereto may from time to time
specify in writing for the purpose in a notice given to the other parties in
compliance with this Section 13. Notices shall be deemed given when delivered.
14. GOVERNING LAW
14.1 This Agreement shall be governed by and construed in accordance with
the laws of the State of Nevada and each party hereto adjourns to the
jurisdiction of the courts of the State of Nevada.
15. REPRESENTATIONS AND WARRANTIES
15.1 The Consultant represent and warrant to the Company that (a) the
Consultant is under no contractual or other restriction which is inconsistent
with the execution of this Agreement, the performance of his duties hereunder or
other rights of Company hereunder, and (b) the Consultant is under no physical
or mental disability that would hinder the performance of his duties under this
Agreement.
16. MISCELLANEOUS
16.1 This Agreement contains the entire agreement of the parties relating to
the subject matter hereof.
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16.2 This Agreement supersedes any prior written or oral agreements or
understandings between the parties relating to the subject matter hereof.
16.3 No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of the parties hereto.
16.4 A waiver of the breach of any term or condition of this Agreement shall
not be deemed to constitute a waiver of any subsequent breach of the same or any
other term or condition.
16.5 This Agreement is intended to be performed in accordance with, and only
to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provision of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be held
invalid or unenforceable, such invalidity and unenforceability shall not affect
the remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.
16.6 The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
16.7 The Consultant may assign the benefit of this Agreement to a private
corporation controlled by the Consultant, provided that such assignment will not
relieve the Consultant from his obligations to the Company arising under this
Agreement.
16.8 This Agreement replaces and supercedes all other consultant and
employment agreements between the Company and the Consultant and any amendments
hereto.
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16.7 The Consultant acknowledges and agrees that X'Xxxxx & Company has acted
solely as legal counsel for the Company and that the Consultant has been
recommended to obtain independent legal advice prior to execution of this
Agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the date first written above.
WORLDBID CORPORATION
by its authorized signatory:
/s/ Xxxxxx Xxxxxxx
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Signature of Authorized Signatory
X. Xxxxxxx
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Name of Authorized Signatory
CFO
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Position of Authorized Signatory
SIGNED, SEALED AND DELIVERED
BY XXXXX XXXXXXXX
in the presence of:
/s/ "signature"
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Signature of Witness
/s/ Xxxxx Xxxxxxxx
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Address of Witness XXXXX XXXXXXXX
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