THIS AGREEMENT ("Agreement") is made on this 19th day of March 2002
BETWEEN: Internet VIP, Inc. a company duly constituted under the laws of the
Delaware and having its head office at 00 Xxxxxxxxxx Xxx. Xxxxxxxx, XX 00000,
(hereinafter referred to as "IVIP").
AND: Xxxx Xxxxxxx, residing at 0000 xxx Xxxxxxxxx, Xx-Xxxxxx, Xxxxxx X0X 0X0 and
Xxxxxxx Tauchner, residing at 000 Xxxxxx Xx. Xxxxxxxxxxxx, Xxxxxx X0X 0X0
(hereinafter referred to as the "Consultants").
WHEREAS, IVIP is desirous to effect a change of control and reorganize the
Company and seek new business opportunities and/or product lines.
WHEREAS, the Consultants are experienced businessmen capable and willing to
undertake to investigate and take all necessary steps to advise, support and
jointly manage such and undertaking,
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE 1: DEFINITIONS
In this Agreement, unless the context otherwise requires:
1.1 Agreement - means this agreement dated as of the date hereof, as well as any
rider, amendment, modification or intervention which might be made or added
thereto in writing, with mutual consent of the parties; the Agreement is also
sometimes designated by the expressions "hereof", "herein" and "hereunder"; 1.2
Personnel - means any persons engaged by the Consultants acting as agent for
IVIP. 1.3 Services - means the services and operations described in this
Agreement to be provided by the Consultants.
ARTICLE 2: RESPONSIBILITIES OF IVIP
2.1 IVIP shall provide within ten (10) days of the signing of this agreement
(a) A draft proposal outlining strategies required to be implemented to pursue
the aforementioned Objectives.
(b) A description of the products to be commercialized.
(c) Access to internal information sufficient to complete the business plan.
2.2 Pay directly all purchases or contracts for goods and services entered into
by the Consultants on behalf of IVIP with the prior approval of IVIP.
ARTICLE 3: RESPONSIBILITIES OF the Consultants
3.1 To advise IVIP in the aforementioned transaction.
3.2 Negotiate and document agreements in support of the transaction as
necessary, on behalf of IVIP for the sale of certain assets to IVIP.
3.3 Engage all necessary Personnel as per the directives of IVIP.
3.4 Assist IVIP in obtaining all necessary governmental and other approvals,
certificates, and authorizations necessary to allow the operation of the
contemplated enterprise.
3.5 Prepare the new business plan for the US operation.
3.6 Supervise IVIP personnel and consultants working on this transaction.
3.7 Undertake to search for, and negotiate with potential distributors or
partners for the sale and distribution of any new products and/or services.
3.8 Assist and advise on sale and marketing strategies, and supervise the
implementation of such strategies.
ARTICLE 4: TERM OF AGREEMENT, TERMINATION
4.1 The Initial Term of this Agreement shall be for three (3) months from the
Effective Date of this Agreement.
4.2 In the event that either party materially or repeatedly defaults in the
performance of any of its duties or obligations under this Agreement and, within
ten (10) days after written notice is given to the defaulting party specifying
the default, (i) such default is not substantially cured, or (ii) the defaulting
party does not obtain the approval of the other party to a plan to remedy the
default, then the party not in default may terminate this Agreement by giving
written notice to the defaulting party.
4.3 If either party becomes or is declared insolvent or bankrupt, is the subject
of any proceedings relating to its liquidation, insolvency or for the
appointment of a receiver or similar officer for it, makes a general assignment
for the benefit of all or substantially all of it creditors, or enters into an
agreement for the composition, extension or readjustment of all or substantially
all of its obligations, then the other party, within the conditions of
applicable law, may immediately terminate this Agreement by giving written
notice.
ARTICLE 5: CONFIDENTIALITY
5.1 During the term of this Agreement, and for a period of three (3) years after
the expiration of the term of this Agreement, proprietary or confidential
information ("Information") of any kind pertaining to both parties' businesses,
and all written material marked by ether party as "Confidential" or
"Proprietary" shall be treated by the other party as secret and confidential and
accorded the same protection as the parties give to their own Information of a
similar nature. Verbally disclosed Information that is to be treated as
confidential or proprietary by a party shall be confirmed as such in writing by
the party within thirty (30) days of such disclosure.
5.3 Notwithstanding the foregoing, confidential Information does not include
information which:
a) has been published or is otherwise readily available to the public
other than by breach of this Agreement;
b) has been rightfully received by the receiving party from a third
party without breach of any confidentiality obligations;
c) has been independently developed by the receiving party's personnel
without access to, or use of, the other party's Confidential Information;
d) was known to the receiving party prior to its first receipt from the
other party and which the receiving party has documented prior to the date
hereof; or
e) is required to be disclosed by law whether under an order of a court
or government, tribunal or other legal process. In such cases, the receiving
party must immediately notify the other party of the disclosure requirement, in
order to allow the other party a reasonable opportunity to obtain a court order
to protect its rights, or otherwise to protect the confidential nature of the
Confidential Information.
ARTICLE 6: FEES and CHARGES
6.1 The parties agree that the activities undertaken and services provided to
IVIP and IVIP shall be valued at forty thousand dollars ($40,000), and is to be
paid by the issuance of 4 million (4,000,000) common shares of INTERNET VIP to
the Consultants, who shall have sole discretion as to the apportioning of the
shares.
6.2 All charges in this agreement are stated in legal currency of the United
States of America.
6.3 IVIP shall, within 45 days, undertake to register the securities to be
issued under section 6.1, by filing an S-8 registration form with the U.S.
Securities and Exchange Commission. The cost of this filing shall be borne by
IVIP.
ARTICLE 7: TAXES
IVIP and IVIP shall assume responsibility for, and hold the Consultants harmless
from all taxes, duties, or similar liabilities arising under this Agreement,
under any present or future tax laws, except for the personal income tax of the
Consultants.
ARTICLE 8: LIABILITY, INDEMNITY, WARRANTIES, AND INSURANCE
8.1 IVIP shall indemnify the Consultants and hold them harmless against and in
respect to any and all claims, damages, losses, costs, expenses, obligations,
liabilities, actions, suits, including without limitation, interest and
penalties, reasonable attorneys' fees and costs and all amounts paid in
settlement of any claim, action or suit that may be asserted against IVIP or the
Consultants or that IVIP or the Consultants shall incur or suffer, that arise
out of, result from or relate to: (a) the non-fulfillment of any agreement,
covenant or obligation of IVIP in connection with this Agreement; (b) any breach
of any representation or warranty made by IVIP hereunder; (c) any claim of any
nature whatsoever brought by any third person or entity who may suffer damages
of any sort as a direct or indirect result of IVIP or IVIP's activities pursuant
to the Agreement relating to or in connection with, or any claims of
infringement that arise out of, result from or relate to any use or misuse of
the facilities and equipment in connection with the provision of the Services.
8.2 The Consultants warrant that they will perform their obligations under this
Agreement in a professional and workmanlike manner. In the event the Consultants
are liable to IVIP or IVIP on account of the Consultants' performance or
nonperformance of its obligations under this Agreement, whether arising by
negligence or otherwise, (i) the amount of damages recoverable against the
Consultants for all events, act or omissions will not exceed in the aggregate
the Charges paid by IVIP or IVIP for the period of this contract, not exceeding
six (6) months and (ii) in no event will the Consultants be responsible for any
indirect, consequential, incidental or punitive damages of any party, including
third parties, or for lost profits. In connection with the conduct of any
litigation with third parties relating to any liability of the Consultants to
IVIP or to such third parties, the Consultants will have all rights to accept or
reject settlement offers and to participate in such litigation. IVIP and the
Consultants expressly acknowledge that the limitations contained in this Section
have been the subject of active and complete negotiation between the parties and
represent the parties' agreement.
ARTICLE 9: EXCUSABLE DELAY
9.1 If either party is unable to perform any of its obligations hereunder due to
Force Majeure, the failure to perform by such party shall not constitute a basis
for termination or default under this Agreement provided that notice thereof is
given to the other party within seven (7) days after the party becomes aware of
such event. IVIP shall not be required to make any payment to the consultants
pursuant to Article 7 during the period of the Consultants' inability, as a
result of an event of Force Majeure, to complete the transactions. Failure of
any regulatory authority to approve and transaction between IVIP and IVIP does
not constitute an Excusable Delay.
9.2 For the purposes of this Agreement, Force Majeure shall be understood to be
any cause beyond the reasonable control of the non-performing party and without
its fault or negligence and includes, without limiting the generality of the
foregoing, acts of God or of a public enemy, acts of any Government or any State
or Territory, or any agency thereof, in its sovereign capacity, fires, floods,
epidemic, quarantine restrictions, unusually severe weather conditions,
extraordinary vehicle traffic conditions, or mechanical malfunctions
ARTICLE 10: NOTICES
Any notice or communication under this Agreement shall be in writing and shall
be hand delivered, given by fax or sent by registered mail return receipt
requested, postage prepaid, to the other party's designated representative,
receiving such communication at the address specified herein, or such other
address or person as either party may in the future specify to the other party.
Such notice shall be deemed to be received upon delivery or, by fax, on the next
business day following transmission provided electronic evidence of transmission
is produced at point of origin or, if mailed, on the fourth business day
following the date of mailing.
If to The Consultants:
Xxxx Xxxxxxx
0000 xxx Xxxxxxxxx
Xx-Xxxxxx, XX
X0X 0X0
If to IVIP or IVIP:
Internet VIP, Inc.
00 Xxxxxxxxx Xxx.
Xxxxxxxx, XX 00000
Attention: M. Xxxx Xxxxxxxxx
ARTICLE 11: MISCELLANEOUS
11.1 Neither party may assign or transfer all or any part of its rights under
this Agreement, without the prior written consent of the other, except when
assigning all of their rights and obligations to any legal entity controlling,
controlled by, or under common control with it, but with thirty (30) days' prior
notice to the other party.
11.2 The Consultants can assign this Agreement or any obligations hereunder to a
third party. If any obligations of the Consultants are assigned to a
subcontractor, the Consultants will remain responsible for such obligations
under this Agreement.
11.3 This Agreement is not intended to create, nor shall it be construed to be,
a joint venture, association, partnership, franchise, or other form of business
relationship. Neither party shall have, nor hold itself out as having, any
right, power or authority to assume, create, or incur any expenses, liability,
or obligation on behalf of the other party, except as expressly provided herein.
11.4 If any provision of this Agreement is held invalid, illegal or
unenforceable in any respect, such provision shall be treated as severable,
leaving the remaining provisions unimpaired, provided that such does not
materially prejudice either party in their respective rights and obligations
contained in the valid terms, covenants, or conditions.
11.5 There are no intended third party beneficiaries to this Agreement.
11.6 The failure of either party to require the performance of any of the terms
of this Agreement or the waiver by either party of any default under this
Agreement shall not prevent a subsequent enforcement of such term, nor be deemed
a waiver of any subsequent breach.
11.7 This Agreement may not be modified, supplemented, or amended or default
hereunder waived except upon the execution and delivery of a written agreement
signed by the authorized representative of each party.
11.8 Both parties represent and warrant that each has the full authority to
perform its obligations under this Agreement and that the person executing this
Agreement has the authority to bind it.
11.9 This Agreement shall be governed by and construed in accordance with the
laws of the Province of Quebec and the applicable federal laws of Canada
therein, and the parties irrevocably submit to the jurisdiction of the courts of
the Province of Quebec, city of Montreal.
11.10 The Parties have requested that this Agreement and all documents and
communications pursuant to or in connection with this Agreement be rawn up in
the English language. Les Parties ont requis que cette Convention ainsi que tous
documents ou communications en vertu de cette Convention ou s'y rapportant,
soient rediges en langue anglaise.
11.11 This Agreement constitutes the final and full terms of understanding
between the parties and supersedes all previous agreements, understandings,
negotiations, and promises, whether written or oral, between the parties with
respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the day and year set forth below.
Internet VIP, Inc. Consultants
/s/Xxxx Xxxxx /s/Xxxx Xxxxxxx
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Signature Signature
March 19, 2002 March 19, 2002
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Date Date
