EXHIBIT 4.1
DATED: November 1, 1998
CECO ENVIRONMENTAL CORP.
- and -
IRG INVESTOR RELATIONS GROUP LTD.
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THIS CONSULTING AGREEMENT made as of the 1st day of November 1998.
BETWEEN:
CECO ENVIRONMENTAL CORP. of
Suite 1400, 000 Xxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx
X0X 0X0
(hereinafter referred to as the "Corporation")
OF THE FIRST PART
IRG INVESTOR RELATIONS GROUP LTD. of
0xx Xxxxx, 0000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Corporation wishes to retain the Consultant for its business and the
Consultant has agreed to provide such services to the Corporation.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and for other good and valuable
consideration, it is hereby agreed by and between the parties as follows:
ARTICLE 1
Definitions
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1.1 For the purpose of this Agreement, "Consulting Services" shall mean the
corporate and investor relations services relating to the business, products,
and services of the Corporation to be provided by the Consultant, and in
particular but without restricting the generality of the foregoing, includes
arranging broker and analyst meetings, contacts, arranging attendance or
representation of the Corporation at conferences of analysts and, subject to the
control and direction of the Corporation, preparing corporate and product
related materials for distribution to brokers, analysts, and investment
advisers, and distributing same to brokers, analysts and investment advisors.
The Consultant shall provide such materials to individuals upon request and the
Corporation agrees to provide the Consultant with sufficient materials to fulfil
these requests and to defray all attendant costs.
1.2 The terms "subsidiaries", "associates" and "affiliated corporations" as used
in this Agreement shall have the meanings ascribed thereto in the Company Acts
of British Columbia and Ontario.
ARTICLE 2
Engagement of the Consultant and Its Duties
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2.1 The Corporation hereby engages the services of the Consultant and the
Consultant hereby accepts the engagement of its services by the Corporation,
subject to the terms and conditions hereinafter contained and subject to
obtaining the necessary regulatory approval hereto.
2.2 The Consultant shall provide the Consulting Services to the Corporation in
such manner as the Corporation and the Consultant may reasonably agree, and
shall devote such of its time as is necessary to properly render the Consulting
Services to the Corporation, and all its effort, skills, attention and energies
during that time to the performance of its duties as herein set forth. In
addition to the foregoing, the Consultant will ensure that the services to be
provided will be carried out personally by Xxxxxx Xxxxxx, President and sole
shareholder of the Consultant. Any assistance provided to
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the Consultant's President will be by qualified and competent employees of the
Consultant who are familiar with the Corporation's affairs, business and
products.
2.3 The Corporation acknowledges that it is aware of the Consultant's many
outside activities, duties and financial interests and agrees that the
performance of such activities and duties and involvement of such financial
interests will not be construed as a breach of this Agreement, provided that the
Consultant provides the Consulting Services on a basis which does not impair the
activities and business interests of either the Corporation or the Consultant.
2.4 In providing the Consulting Services, the Consultant will be relying upon
information received from the Corporation, and will so disclose this fact in all
communications. The Corporation agrees to provide the Consultant with such
information, financial records, documents and product information as may
facilitate the performance of the Consulting Services by the Consultant.
2.5 In the event of any misstatements, misrepresentations or omissions in
information as provided by the Corporation to the Consultant and as utilized by
the Consultant in the performance of the Consulting Services that may result in
liability to the Consultant, the Corporation agrees to indemnify and save
harmless the Consultant against any such claims or liabilities.
2.6 The Consultant agrees that it will perform the Consulting Services in
accordance with all applicable laws including, but not limited to the Securities
Exchange Commission Act of 1933 and 1934, its rules and regulations, and the
rules and policies of the NASDAQ Stock Exchange.
2.7 The Consultant agrees to indemnify and save the Corporation harmless with
respect to any claim, suit, proceedings or judgement, whether regulatory or of a
court of competent jurisdiction arising from any breach of the Agreement by the
Consultant.
2.8 The term of this Agreement shall be for a period of one (1) year commencing
on the 1st day of November 1998 and with an option for an additional year at
terms and conditions as mutually agreed upon. The indemnities provided herein at
sections 2.5 and 2.7 will survive the termination of this Agreement.
2.9 The Consultant shall at all times be an independent contractor and not the
servant or agent of the Corporation. No partnership, joint venture or agency
will be created or will be deemed to be created by this Agreement or by any
action of the parties under this Agreement. The Consultant is not an agent,
servant or employee of the Corporation, nor shall it represent itself to have
any such relationship with the Corporation. The Consultant shall be an
independent contractor with control over the manner and means of its
performance. Neither the Consultant nor its employees or agents shall be
entitled to rights or privileges applicable to employees of the Corporation
including, but not limited to, liability insurance, group insurance, pension
plans, holiday paid vacation and other benefit plans which may be available from
time to time between the Corporation and its employees.
2.10 The Consultant shall be responsible for the management of its employees and
without limiting the generality of the foregoing, shall be responsible for
payment to the proper authorities of all unemployment insurance premiums, Canada
Pension Plan contributions, Worker's Compensation premiums and all other
employment expenses for all of the Consultant's employees. The Consultant shall
be responsible for deduction and remittance of all income tax due from itself
and its employees.
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ARTICLE 3
Compensation
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3.1 The Corporation agrees to pay the Consultant the sum of one hundred and
fifty thousand ($150,000) United States Dollars upon execution of this Agreement
and a further one hundred and fifty thousand ($150,000) United States Dollars on
January 1, 1999. It is agreed that the payments represent advances towards
expenses to be incurred pursuant to the public relations program including
reasonable disbursements which will include travel and accommodation expenses,
printing and mailing costs, long-distance charges, outside services, and all
other out-of-pocket expenses incurred by the Consultant in the performance of
its obligations pursuant to this Agreement, provided that the Consultant will
not incur any single expenditure that exceeds $2,000 US without obtaining the
prior written consent of the Corporation. The Consultant agrees to provide the
Corporation with original receipts for disbursements and expenses incurred where
procurable. A monthly accounting will be provided of the expenses incurred and
paid from the advances. Any amount of the advances not utilized is fully
refundable net of any unreimbursed costs at the termination of this Agreement.
3.2 The Corporation agrees to grant to the Consultant, or its designate, upon
terms and conditions as determined by the various Regulatory Authorities
governing the Corporation, the sole and exclusive right and option to purchase
all or any part of two hundred and fifty thousand (250,000) common shares of its
capital as fully paid and non-assessable freely trading shares, exercisable at
$2.00 US and a further two hundred and fifty thousand (250,000) common shares
exercisable at $3.00 US for a period of two years from the date of execution of
this Agreement.
3.3 The Corporation also agrees to pay the Consultant a finders fee based on the
Xxxxxx formula for successful closing of joint ventures, sponsorships, private
investments or other forms of financings, with introduced parties upon closing
of said ventures 5% of the first $1 million, 4% of the second $1 million, 3% of
the third $1 million, 2% of the fourth $1 million and 1% of the transaction
thereafter.
ARTICLE 4
Confidentiality
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4.1 The Consultant will not, directly or indirectly, use, disseminate, disclose,
communicate, divulge, reveal, publish, use for its own benefit, copy, make notes
of, input into a computer data base or preserve in any way any confidential
information relating to the Corporation or its subsidiaries, associates or
affiliated corporations whether during the term of this Agreement or thereafter,
unless it first received written permission to do so from an authorized officer
of the Corporation.
4.2 For the purposes of this Agreement, "confidential information" is
information disclosed to or acquired by the Consultant relating to the business
of the Corporation, or its subsidiaries, associates or affiliated corporations,
their projects or the personal affairs of their directors, officers and
shareholders, including information developed or gathered by the Consultant
which has not been approved by the Corporation for public dissemination.
Confidential information does not include information in the public domain,
information released from the provisions of this Agreement by written
authorization of an authorized officer of the Corporation, information which is
part of the general skill and knowledge of the Consultant and does not relate
specifically to the business of the Corporation, and information which is
authorized by the Corporation to be disclosed in the ordinary course or is
required by law or applicable regulatory policy to be disclosed.
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ARTICLE 5
Miscellaneous
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5.1 Any notice required or permitted to be given hereunder shall be given by
hand delivery, facsimile transmission or by registered mail, postage prepaid,
addressed to the parties at their respective addresses as previously set forth
and any such notices given by hand delivery or by facsimile transmission shall
be deemed to have been received on the date of delivery or transmission and if
given by prepaid registered mail, shall be deemed to have been received on the
third business day immediately following the date of mailing. The parties shall
be entitled to give notice of changes of addresses from time to time in the
manner hereinbefore provided for the giving of notice.
5.2 Time shall be the essence of this Agreement.
5.3 The provisions of this Agreement shall inure to the benefit of and be
binding upon the Corporation and the Consultant and their respective successors
and assigns. This Agreement shall not be assignable by the Consultant.
5.4 This Agreement constitutes the entire agreement between the parties hereto
pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions,
whether oral or written, of the parties hereto in connection with the subject
matter hereof. No supplement, modification, waiver or termination of this
Agreement shall be binding, unless executed in writing by the parties to be
bound thereby.
5.5 This Agreement shall be governed by the laws of British Columbia and
Ontario.
IN WITNESS WHEREOF this Agreement has been executed by the parties.
) CECO ENVIRONMENTAL CORP.
)
)
) Per:"Xxxxxxx XxXxxxxx"
)
) Authorized Signatory
)
)
) IRG INVESTOR RELATIONS GROUP LTD.
)
)
) Per:"Xxxxxxx Xxxxxx"
)
) Authorized Signatory
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