CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (the "Agreement") is entered into as of
August 30, 2004 by and between Simex Technologies, Inc. a Delaware corporation
(the "Company"), and A.G. Logher-Xxxxxx (the "Consultant").
RECITALS
A. The Company desires to be assured of the association and services of
Consultant and to avail itself of Consultant's experience, skills,
abilities, knowledge and background and is therefore willing to engage
Consultant upon the terms and conditions set forth herein; and
B. Consultant agrees to be engaged and retained by the Company upon the terms
and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and the covenants,
agreements and obligations set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:
1. CONSULTING SERVICES. Consultant shall, on a part-time basis, provide the
following services (the "Consulting Services") to the Company:
a) Providing business development services in regards to sale of
security products and services; and
b) Providing industry analysis.
2. TERM. The term of this Agreement shall commence as of the date hereof and
shall be effective a period of one year (the "Term"). This agreement may
be extended under the same terms by mutual agreement between Consultant
and the Company.
3. DIRECTION, CONTROL AND COORDINATION. Consultant shall perform the
Consulting Services under the sole direction and with the approval of the
Company's Board of Directors or an officer of the Company to whom such
direction is delegated by resolution of the Board of Directors.
4. DEDICATION OF RESOURCES. Consultant shall devote such time, attention and
energy as is necessary to perform and discharge the duties and
responsibilities under this Agreement in an efficient, trustworthy and
professional manner.
5. STANDARD OF PERFORMANCE. Consultant shall use its best reasonable efforts
to perform its consulting services as an advisor to the Company in an
efficient, trustworthy and professional manner. Consultant shall perform
its consulting services to the sole satisfaction of, and in conjunction
and cooperation with, the Company.
6. COMPENSATION. The Company shall pay to Consultant a total of fifteen
thousand (15,000) shares of common stock of the Company (the "Common
Stock") in exchange for the Consulting Services.
7. REGISTRATION OF THE COMMON STOCK. Commencing on the date hereof, the
Company shall use its best efforts to promptly register the Common Stock
pursuant to the Securities Act of 1933, as amended, on Securities and
Exchange Commission ("SEC") Form S-8. Consultant hereby covenants that if
he or she is or becomes a director, officer, holder of ten percent (10%)
of the equity and/or voting securities of the Company, or is, or becomes
an "affiliate" of the Company (for the purposes of this Agreement,
"affiliate" shall mean an affiliate of, or person affiliated with, a
specified person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control
with, the person specified), he or she will not offer to sell or resell
the Common Shares registered on Form S-8, except pursuant to the
provisions of SEC Rule 144, pursuant to a reoffer prospectus in compliance
with Form S-8 or pursuant to such other registration statement acceptable
to the Company in its sole discretion.
8. KNOWLEDGE OF INVESTMENT AND ITS RISKS. Consultant has knowledge and
experience in financial and business matters as to be capable of
evaluating the merits and risks of Consultant's investment in the Common
Stock. Consultant understands that an investment in the Company represents
a high degree of risk and there is no assurance that the Company's
business or operations will be successful. Consultant has considered
carefully the risks attendant to an investment in the Company, and that,
as a consequence of such risks, Consultant could lose Consultant's entire
investment in the Company.
9. INVESTMENT INTENT. Consultant hereby represents and warrants that (i) it
is acquiring the Common Stock for investment for the Consultant's own
account, not as a nominee or agent and not with a view to the resale or
distribution of all or any part of the Common Stock, and Consultant has no
present intention of selling, granting any participation in or otherwise
distributing any of the Common Stock within the meaning of the Securities
Act of 1933, as amended (the "Securities Act") and (ii) Consultant does
not have any contracts, understandings, agreements or arrangements with
any person and/or entity to sell, transfer or grant participations to such
person and/or entity, with respect to any of the Common Stock.
10. ACCREDITED INVESTOR. The Consultant is an "Accredited Investor," as that
term is defined by Rule 501 of Regulation D promulgated under the
Securities Act.
11. DISCLOSURE. Consultant has reviewed information provided by the Company in
connection with the decision to purchase the Stock, including Consultant's
publicly-available filings with the SEC. The Company has provided
Consultant with all the information that Consultant has requested in
connection with the decision to purchase the Common Stock. Consultant
further represents that Consultant has had an opportunity to ask questions
and receive answers from the Company regarding the business, properties,
prospects and financial condition of the Company. All such questions have
been answered to the full satisfaction of Consultant.
12. NO REGISTRATION. Consultant understands that it must bear the economic
risk of its investment in the Company for an indefinite period of time.
Consultant further understands that (i) neither the offering nor the sale
of the Common Stock has been registered under the Securities Act or any
applicable state securities laws or securities laws of other applicable
jurisdictions in reliance upon exemptions from the registration
requirements of such laws, (ii) the Common Stock must be held by
Consultant indefinitely unless the sale or transfer thereof is
subsequently registered under the Securities Act and any applicable state
securities laws, or an exemption from such registration requirements is
available, (iii) Section 7 notwithstanding, the Company is not hereby
under an obligation to register any of the Common Stock on Consultant's
behalf or to assist Consultant in complying with any exemption from
registration, and (iv) Consultant will rely upon the representations and
warranties made by the Company in this Agreement in order to establish
such exemptions from the registration requirements of the Securities Act
and applicable state securities laws or securities laws of other
applicable jurisdictions.
13. ADDITIONAL COVENANTS. Consultant covenants that it shall not engage in any
activities which are in connection with the offer or sale of securities of
the Company in a capital-raising transaction or directly or indirectly
promote or maintain a market for the Company's securities.
14. CONFIDENTIAL INFORMATION. Consultant recognizes and acknowledges that by
reason of performance of Consultant's services and duties to the Company
(both during the Term and before or after it) Consultant has had and will
continue to have access to confidential information of the Company and its
affiliates, including, without limitation, information and knowledge
pertaining to products and services offered, inventions, innovations,
designs, ideas, plans, trade secrets, proprietary information,
advertising, distribution and sales methods and systems, and relationships
between the Company and its affiliates and customers, clients, suppliers
and others who have business dealings with the Company and its affiliates
("Confidential Information"). Consultant acknowledges that such
Confidential Information is a valuable and unique asset and covenants that
it will not, either during or for three (3) years after the term of this
Agreement, disclose any such Confidential Information to any person for
any reason whatsoever or use such Confidential Information (except as its
duties hereunder may require) without the prior written authorization of
the Company, unless such information is in the public domain through no
fault of the Consultant or except as may be required by law. Upon the
Company's request, the Consultant will return all tangible materials
containing Confidential Information to the Company.
15. RELATIONSHIP. This agreement does not create, and shall not be construed
to create, any joint venture or partnership between the parties, and may
not be construed as an employment agreement. No officer, employee, agent,
servant, or independent contractor of Consultant nor its affiliates shall
at any time be deemed to be an employee, agent, servant, or broker of the
Company for any purpose whatsoever solely as a result of this Agreement,
and Consultant shall have no right or authority to assume or create any
obligation or liability, express or implied, on the Company's behalf, or
to bind the Company in any manner or thing whatsoever.
16. NOTICES. Any notice required or desired to be given under this Agreement
shall be in writing and shall be deemed given when personally delivered,
sent by an overnight courier service, or sent by certified or registered
mail to the following addresses, or such other address as to which one
party may have notified the other in such manner:
If to the Company:
If to the Consultant:
17. APPLICABLE LAW. The validity, interpretation and performance of this
Agreement shall be controlled by and construed under the laws of the State
of New York.
18. SEVERABILITY. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other
provisions of this Agreement.
19. WAIVER OF BREACH. The waiver by either party of a breach of any provision
of this Agreement by the other shall not operate or be construed as a
waiver of any subsequent breach by such party. No waiver shall be valid
unless in writing and signed by an authorized officer of the Company or
Consultant.
20. ASSIGNS AND ASSIGNMENT. This Agreement shall extend to, inure to the
benefit of and be binding upon the parties hereto and their respective
permitted successors and assigns; provided, however, that this Agreement
may not be assigned or transferred, in whole or in part, by the Consultant
except with the prior written consent of the Company.
21. ENTIRE AGREEMENT. This Agreement contains the entire understanding of the
parties with respect to its subject matter. It may not be changed orally
but only by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge
is sought.
22. COUNTERPARTS. This Agreement may be executed by facsimile and in
counterparts each of which shall constitute an original document, and both
of which together shall constitute the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
SIMEX TECHNOLOGIES, INC.
By: /s/ Xxxxxxx Xxxxx
Name:
Title: Chairman and CEO
A.G. Logher-Xxxxxx
By: /s/ A. G. Logher-Xxxxxx
Name:
Title:
