CORPORATE CONSULTING SERVICES AGREEMENT
CORPORATE CONSULTING
SERVICES AGREEMENT
THIS
CORPORATE CONSULTING SERVICES AGREEMENT is dated for reference effective
(the “Effective Date”)
as of the 8th day of
February, 2008.
BETWEEN:
ARNE
TJERNO, having an address for delivery and service located at
0000 Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, Xxxx Xxxxxx, X0X 0X0
(the
“Consultant”);
OF THE FIRST
PART
AND:
ESCO
GLOBAL REALTY CORP. a company established under the laws of the State of
Colorado, and having its address for notices hereunder at x/x Xxxxxx Xxxxxx,
Xxxxxxxxxx & Xxxxxxxxxx, Xxxxx 0000 – 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx,
X.X., X0X 0X0
(the
“Company”);
OF THE SECOND
PART
(the
Consultant and the Company being hereinafter singularly also referred to as a
“Party” and
collectively referred to as the “Parties” as the context so
requires. In this Agreement “Company” shall also include
any listed affiliates where the Consultant provides services thereto and
receives performance shares or options or other equity therein and such shall be
deemed as if issued and contracted by the Company for the purposes of, inter
alia, termination fee provisions).
WHEREAS:
A. The
Company is a real estate franchisor whose mission is to provide a marketing
identity and operations model for an international real estate network
implemented through a program identified as the Own Your Future™ plan (the “Plan”) and its business is
to franchise the Company’s product (the “Business”) such that a
prospective Region Owners and Franchisees shall have an exclusive right to
implement the Plan in predefined, discreet regions in geographical areas where
the Company intends to conduct business;
B. The
Company wishes to retain the Consultant under this agreement (the “Agreement”) to act as the
Company’s president to assist the Company with its Business and future
development;
C. The
Consultant is to be engaged, by the Company in a position of confidence and
trust and under conditions where the Consultant has or may have access to
technical, confidential and secret information regarding the existing or
contemplated Business of the Company;
D. The
Consultant recognizes that all ideas and suggestions of interest to the Company
conceived or made by the Consultant while the Consultant is engaged by the
Company shall be made available to the Company;
E. The
Consultant will acquire knowledge, experience and expertise, as well as detailed
knowledge of the Company’s confidential Region Owner, Fanchisee and supplier
lists and information, including without limitation Personal Information about
the Company’s Region Owners, Franchisees, Sales Agents and employees and other
individuals about whom the Company collects, uses or discloses Personal
Information (as that term is defined in the Personal Information and Electronic
Documents Act, 2000, c. 5), marketing techniques, price lists, trade
secrets and other property which is and shall be the property of the Company,
and the disclosure, loss or unauthorized use of which would substantially harm
the Business.
F. The
Consultant has agreed to such engagement in accordance with the terms and
conditions hereinafter set out.
NOW
THEREFORE THIS AGREEMENT WITNESSETH THAT THE PARTIES HERETO AGREE AS
FOLLOWS:
Article
I
SERVICES AND
RESPONSIBILITIES OF THE CONSULTANT
1.1 General
Services. During the Term (as hereinafter defined) of this
Agreement the Consultant will provide the Company with such general sales,
corporate, administrative, and technical services as is considered necessary or
advisable by the Consultant for the due and proper operations of the Company to
achieve the goals and needs of the Company as determined by the policies and
proceedings of management and the Board of Directors and is considered advisable
and within the normal duties of a sales consultant in accordance with industry
practice (collectively, the “Services”).
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1.2 Specific
Services. Without limiting the generality of the Services to
be provided as set forth in section 1.1 hereinabove, it is hereby acknowledged
and agreed that the Consultant will provide the following specific
services:
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(a)
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negotiating
and finalizing contracts with prospective regional
owners;
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(b)
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provide
to regional owners initial training program as outlined in the Unifrom
Franchise Offering Circular (the “UFOC”) and in the Course Manual, which
is still to be completed and will be the manual for the regional owners
training program;
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(c)
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provide
to franchisees initial training program as outlined in the UFOC and in the
Course Manual, which will be adapted for the franchisees training
program;
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(d)
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actively
participate and assist in the promotion and implementation of the Own Your
Future™ Plan program to regional owners, franchisees, sales agents and
employees;
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(e)
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assistance
in the identification of business opportunities for the Company, the
conduct of due diligence, and assistance in the negotiation and conclusion
of contracts for such
opportunities;
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(f)
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assistance
in the coordination of all development programs of the Company together
with all capital funding projects and resources which are necessarily
incidental thereto;
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(g)
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assistance
in the coordination of the preparation and dissemination of business plans
and reports for the Company;
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(h)
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assistance
in the liaison with and the setting up of corporate alliances for the
Company with major companies, Region Owners, Franchisees, the Company’s
auditors, the Company’s solicitors and any affiliated companies and
business partners; and
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(i)
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such
other activities as are necessary or incidental from time to
time.
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1.3 Capacity
of Consultant. It is acknowledged by the parties that
the Consultant is being engaged by the Company in the capacity of independent
contractor acting as an agent of the Company and not as an
employee. The Company and the Consultant acknowledge and agree that
this Agreement shall not be construed so as to constitute the Consultant as
either a partner of or joint venturer with the Company.
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Article
II
INFORMATION TO BE PROVIDED
BY THE COMPANY
2.1 Information
to be made available. The Company agrees to make
available to the Consultant all corporate, financial and operating information,
Company personnel or other consultants, and other reasonable resources which are
reasonably necessary and sufficient to allow the Consultant to perform the
Services. The Consultant may provide Company information to legal and
accounting advisers, and other persons, but that such dissemination shall be
effected with proper prudence and subject to such reasonable conditions and
restrictions as the Company deems necessary or appropriate and subject to
insider information rules and restrictions. The Consultant will use
such information only for the purposes set out herein and for no competitive or
other purpose whatsoever.
2.2 Accuracy
of the information. The Company agrees that it will bear
sole responsibility for the accuracy and completeness of the information
provided to the Consultant, except for any information created solely by the
Consultant. The Company represents and warrants that the information
will be accurate and complete in all material respects and not misleading and
will not omit to state any fact or information which would be material in its
estimation.
2.3 Material
change in information. The Company agrees to advise the
Consultant promptly of any material change in the affairs of the Company or in
any information provided to the Consultant from the date at which such
information is given.
Article
III
COMPLIANCE WITH
LAWS
3.1 Consultant
Compliance Issues. The Consultant shall comply with all
laws, whether federal, provincial or state, applicable to the Services provided
by it and, when requested by the Company, will advise the Company of any
particular compliance issues affecting any Services for which the Consultant’s
services have been engaged.
3.2 Company
Compliance Issues. The Company shall comply with all
laws, whether federal, provincial or state, applicable to the Services and the
Company. The Company shall effect best efforts to maintain its status
in good standing with the State of Colorado.
3.3 Insider
Issues. The Consultant shall comply with all reasonable
endeavors of the Company, industry practice, and law and regulation to ensure
that it affords security to information of the Company and that the Consultant,
or any persons with whom the Consultant works or with whom the Consultant deals,
do not employ information of the Company in any manner contrary to law or
fiduciary obligations.
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3.4 Trading. In
the event that the Consultant, or any person with whom the Consultant works or
with whom the Consultant deals, trades in the Company’s, or affiliates,
securities, if there is ever a public market for the Company’s securities, then
the Consultant shall employ reasonable prudence and good market practice as to
such trading and shall effect such in compliance with law.
Article
IV
TERM, RENEWAL AND
TERMINATION
4.1 Term. The
Term of this Agreement (the “Term”) is for a period of
five years commencing on the Effective Date and terminating on February 8, 2013
and includes any renewal periods.
4.2 Renewal. This
Agreement shall renew automatically for subsequent one-year periods if not
specifically terminated in accordance with the following provisions. Renewal
shall be on the same terms and conditions contained herein, unless modified and
agreed to in writing by the Parties, and this Agreement shall remain in full
force and effect (with any collateral written amendments) without the necessity
to execute a new document. A Party hereto determining not to renew agrees to
notify the other Parties hereto in writing at least 60 calendar days prior to
the end of the Term of its intent not to renew this Agreement (the “Non-Renewal
Notice”).
In this
Agreement the “Effective Date
of Termination” shall mean, in the relevant circumstance, the 60th day
from the Non-Renewal Notice or the 30th day
from notice given in section 4.3(a) below or the date of the event of sections
4.3 (b) or (c) or, in any other circumstance, the date of noticed termination or
of constructive or event of termination.
4.3 Termination. Notwithstanding
any other provision of this Agreement, this Agreement may be terminated by a
Party upon written notice if:
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(a)
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the
other Party fails to cure a material breach of any provision of this
Agreement within 30 calendar days from its receipt of written notice from
said Party (unless such breach cannot be reasonably cured within said 30
calendar days and the other Party is actively pursuing curing of said
breach); or
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(b)
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the
other Party commits fraud or serious neglect or misconduct or illegal act
in the discharge of its respective duties hereunder or under the law;
or
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(c)
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the
other Party becomes adjudged bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy, and where any such
petition is not dismissed; or
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(d)
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the
Consultant provides the Company with at least 90 calendar days written
notice prior to the date the Consultant has decided to terminate this
Agreement.
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4.4 Costs or
Damages. No costs or damages shall be payable to or by
either Party as a result of the termination or non-renewal of this Agreement
other than costs and damages arising out of a breach of this
Agreement.
4.5 Disability. If
the Consultant is unable to continue the engagement, whether through disability
or other disabling state, then the Company may terminate this Agreement as a
without fault termination. If physically capable, Consultant shall be
made available for consultation for up to ten hours per month, non-cumulative,
at no cost to the Company for the remainder of the Term.
4.5 Death. In
the event that the Consultant dies, the Company shall terminate this Agreement
as a without fault termination and the Consulting Fee (as defined below) shall
be payable to the Consultant’s estate.
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4.6
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Return
of Materials. Upon termination
of this Agreement:
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(a)
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The
Consultant agrees that all Company property, including without limitation,
all books, manuals, records, reports, notes, contracts, lists, and other
documents (collectively, the “Confidential Information”), copies of any of
the foregoing, and equipment furnished to or prepared by the Consultant in
the course of or incidental to this Agreement and the duties hereof,
including, without limitation, records and any other materials pertaining
to the Company or its Business, belonging to the Company shall be promptly
returned to the Company upon termination and the Consultant shall keep no
copies thereof, except as may be agreed in writing on agreed terms with
the Company; and
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(b)
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The
Consultant agrees that all Confidential Information is received or
developed in confidence and for the exclusive benefit of the
Company. During this Agreement and thereafter, the Consultant
will not, directly or indirectly, except as required by the normal
business of the Company or expressly consented to in writing by the
Company:
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(i)
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disclose,
publish or make available, other than to an authorized employee, officer,
or director of the Company, any Confidential
Information;
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(ii)
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acquire,
possess for his own interest, sell, transfer or otherwise use or exploit
any Confidential Information;
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(iii)
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permit
the sale, transfer, or use or exploitation of any Confidential Information
by any third party; or
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(iv)
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retain
upon termination or expiration of this Agreement any Confidential
Information, any copies thereof or any other tangible or retrievable
materials containing or constituting Confidential
Information;
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Article
V
COMPENSATION OF THE
CONSULTANT
5.1 Compensation
to the Consultant. As compensation for the Services
being provided by the Consultant , the Company shall pay to the Consultant a fee
(the “Consulting Fee”)
of 30% of the sale proceeds of a real estate region under the Company’s
franchise system to a regional owner, which regions are more thoroughly
described in the Plan, that was a direct result of the Consultant’s efforts, on
the 7th day
after the Company receives a bank draft or certified cheque from the sale of a
real estate region and such bank draft or certified cheque has been
cleared. Payment of the Consulting Fee shall be in Canadian currency
for the sale of any Canadian real estate regions and in US currency for the sale
of any US real estate regions.
5.2 Reimbursement
of Expenses. Commencing on the date of sale of the first
region the Company shall reimburse the Consultant for all invoiced and
substantiated expenses properly incurred for the Consulting Services within 30
days of invoice. After the Consultant successfully sells two more
real estate regions as a direct result of the Consultant’s efforts, then the
Company shall provide the Consultant with a corporate credit card for expenses
incurred for the Consulting Services.
5.3 No Right
to Xxx. The Consultant shall have no further right to
xxx the Company for damages or additional Consulting Fees, benefits or
reimbursement of expenses other than as set out herein.
Article
VI
INFORMATION AND ADVICE
CONFIDENTIAL
6.1 Confidential
Information. No information furnished hereunder in
connection with the Services shall be published by any Party without the prior
written consent of the other Party, but such consent in respect of the reporting
of factual data shall not be unreasonably withheld, and shall not be withheld in
respect of information required to be publicly disclosed pursuant to applicable
securities or corporation laws.
6.2 Confidentiality
by the Consultant. The Consultant will not, except as
authorized or required by the Consultant’s duties hereunder, reveal or divulge
to any person or companies any information concerning the organization,
business, finances, transactions or other affairs of the Company, or of any of
its subsidiaries, which may come to the Consultant’s knowledge during the Term,
and the Consultant will keep in complete secrecy all confidential information
entrusted to the Consultant and will not use or attempt to use any such
information in any manner which may injure or cause loss, either directly or
indirectly, to the Company’s Businesses and shall not use or permit the same to
be used for any purpose of the Consultant not in the pursuit of this Agreement
or by any competitor or third party. The Consultant shall immediately
advise the Company at the time it shall come to the Consultant’s knowledge of
any party employing the Company’s information for purposes not authorized by
this Agreement or the Company and the Consultant shall give the Company all
reasonable assistance to protect the Company’s information, at the Company’s
cost. This restriction will continue to apply after the termination
of this Agreement without limit in point of time but will cease to apply to
information or knowledge which may come into the public domain.
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6.3 Opinions,
Reports and Advice of the Consultant. The Consultant
acknowledges and agrees that all written and oral opinions, reports, advice and
materials provided by the Consultant to the Company in connection with the
Consultant’s engagement hereunder are intended solely for the Company’s benefit
and for the Company’s use only, and that any such written and oral opinions,
reports, advice and information are the exclusive property of the
Company. In this regard the Consultant agrees that the Company may
utilize any such opinion, report, advice and materials for its purposes but the
Company shall not publish the same or use the same, or extracts thereof, for
purposes not specifically intended by the Consultant without the Consultant’s
written permission. The Consultant agrees that all resources,
opportunities, or other matters of value developed or pursued pursuant to this
Agreement are the property of the Company and shall accrue to the Company
solely.
6.4 Right of
Ownership to the Business and related Property. The
Consultant hereby acknowledges and agrees that any and all technology and
Business interests of the Company, together with any improvements derived
therefrom, and any patents, copyright, trade marks or trade names used in
connection with the same (collectively, the “Property”), are wholly owned
and controlled by the Company. In this regard the Consultant hereby
further covenants and agrees not to, during or after the Term, contest the title
to any of the Company’s Property interests, in any way dispute or impugn the
validity of the Company’s Property interests or take any action to the detriment
of the Company’s interests therein. The Consultant acknowledges that,
by reason of the unique nature of the Property interests, and by reason of the
Consultant’s knowledge of and association with the Property interests during the
Term, the aforesaid covenant, both during the term of this Agreement and
thereafter, is reasonable and commensurate for the protection of the legitimate
business interests of the Company. The Consultant hereby further
covenants and agrees to immediately notify the Company of any infringement of or
challenge to any of the Company’s Property interests as soon as the Consultant
becomes aware of the infringement or challenge.
6.5 Consultant’s
Business Conduct. The Consultant warrants that it shall
conduct its Services and other related activities in a manner which is lawful
and reputable and which brings good repute to the Company, the Consultant and
the Business interests. In this regard the Consultant warrants to
provide all Services in a sound and professional manner such that the same meets
superior standards of performance quality within the standards of the industry
or as set by the specifications of the Company.
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Article
VII
PERSONAL INFORMATION AND
PRIVACY
7.1
Protection
of Personal Information and Consents to Use of Personal
Information. The Consultant recognizes that any
information concerning the officers, directors, employees, regional owners,
franchisees, customers, and other individuals about whom the Company holds
information may be subject to the requirements of privacy legislation in the
countries, provinces and states where the Company carries on
business.
The
Consultant hereby consents to the collection, use and disclosure of the
information about the Consultant as may be required for the following purposes,
in order to facilitate the purposes of this Agreement and facilitate and promote
the ongoing business operations of the Company:
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(a)
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For
reporting purposes to any trade or professional association governing the
Company or any investigative body having authority over the Company to the
extent that such information is required to be reported to such
association or body;
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(b)
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As
required by law;
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(c)
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As
required in order to obtain financing for the
Company;
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(d)
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As
required to obtain business contracts for the
Company;
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(e)
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In
connection with any proposed sale of shares of the Company or of
substantially all of the assets of the Company to any third
party;
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(f)
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In
connection with any outsourcing of information by the Company to third
party suppliers of information processing services, including, without
limitation, pay roll, health benefits, insurance and pension plan benefits
to the extent necessary to provide such services if
applicable.
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(g)
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For
the internal operational purposes of the
Company;
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(h)
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For
any purpose required or permitted by any applicable privacy legislation;
and
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(i)
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To
any other party with the consent of the Consultant subject to and in
accordance with the terms of any applicable privacy
legislation.
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7.2 Privacy
and Personal Information. The Consultant acknowledges
that through the Consultant’s engagement with the Company the Consultant, will
become aware of Personal Information which is collected used or disclosed by the
Company or transferred to the Company for processing purposes.
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The
Consultant hereby agrees and covenants with the Company that the Consultant will
not, without the prior written consent of the Company, disclose or make
available such Personal Information to any other person or entity except in
accordance with the Company’s instructions.
The
Consultant agrees that the Personal Information of others provided to it by the
Company shall only be used for such purposes as are herein specified; that the
Consultant shall not sell, trade, barter, disclose or transfer such Personal
Information to any other party or to use the Personal Information for any other
purpose other than the purposes permitted by this Agreement. The
Consultant shall follow all rules and regulations of the Company with respect to
such Personal Information.
From time
to time, the Consultant shall execute such further agreements to hold in
confidence Personal Information of others disclosed or transferred to the
Consultant by the Company as may be required by the Company.
Article
VIII
INDEMNIFICATION AND LEGAL
PROCEEDINGS
8.1 Indemnification. Each
Party agrees to indemnify and save the other, its affiliates and their
respective directors, officers, employees and agents (each an “Indemnified Party”) harmless
from and against any and all losses, claims, actions, suits, proceedings,
damages, liabilities or expenses of whatsoever nature or kind, including any
investigation expenses incurred by any Indemnified Party, to which an
Indemnified Party may become subject by reason of breach of this Agreement or of
law by the defaulting Party. Specifically, but not to derogate from
the forgoing but for certainty for the comfort of the Consultant, the Company
agrees to indemnify the Consultant for any actions, losses, proceedings, or
other harm suffered, including legal costs as incurred, in the service of the
Company except only where such harm was suffered by the Consultant primarily as
a consequence of its own grossly negligent or unlawful conduct.
8.2 Claim of
Indemnification. The Parties hereto agree to waive any
right they might have of first requiring the Indemnified Party to proceed
against or enforce any other right, power, remedy, security or claim payment
from any other person before claiming this indemnity.
8.3 Notice of
Claim. In case any action is brought against an
Indemnified Party in respect of which indemnity may be sought, the Indemnified
Party will give prompt written notice of any such action of which the
Indemnified Party has knowledge and the indemnifying Party will undertake the
investigation and defense thereof on behalf of the Indemnified Party, including
the prompt employment of counsel acceptable to the Indemnified Party affected
and the payment of all expenses. Failure by the Indemnified Party to
so notify shall not relieve the relevant Party of such relevant Party’s
obligation of indemnification hereunder unless (and only to the extent that)
such failure results in a forfeiture by the relevant Party of substantive rights
or defenses.
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8.4 Settlement. No
admission of liability and no settlement of any action shall be made without the
consent of each of the Parties hereto, such consent not to be unreasonable
withheld.
8.5 Legal
Proceedings. Notwithstanding that the indemnifying Party
will undertake the investigation and defense of any action, an Indemnified Party
will have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
will be at the expense of the Indemnified Party unless:
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(a)
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such
counsel has been authorized by the indemnifying
Party;
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(b)
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the
indemnifying Party has not assumed the defense of the action within a
reasonable period of time after receiving notice of the
action;
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(c)
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the
indemnifying Party and the Indemnified Party shall have been advised by
counsel that there may be a conflict of interest between the Parties;
or
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(d)
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there
are one or more legal defenses available to the Indemnified Party which
are different from or in addition to those available to the indemnifying
Party.
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Article
IX
FORCE
MAJEURE
9.1 Events. If
either Party hereto is at any time during this Agreement prevented or delayed in
complying with any provisions of this Agreement by reason of strikes, walk-outs,
labour shortages, power shortages, fires, wars, acts of God, earthquakes,
storms, floods, explosions, accidents, protests or demonstrations by
environmental lobbyists or native rights groups, delays in transportation,
breakdown of machinery, inability to obtain necessary materials in the open
market, unavailability of equipment, governmental regulations restricting normal
operations, shipping delays or any other reason or reasons beyond the control of
that Party, then the time limited for the performance by that Party of its
obligations hereunder shall be extended by a period of time equal in length to
the period of each prevention or delay.
9.2 Notice. A
Party shall within seven calendar days give notice to the other Party of each
event of force majeure
under section 9.1 hereinabove, and upon cessation of such event shall furnish
the other Party with notice of that event together with particulars of the
number of days by which the obligations of that Party hereunder have been
extended by virtue of such event of force majeure and all
preceding events of force
majeure.
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Article
X
DEFAULT AND
TERMINATION
10.1 Default. The
Parties hereto agree that if either of the Parties is in default with respect to
any of the provisions of this Agreement (hereinafter referred to as the “Defaulting Party”), the
non-defaulting Party (hereinafter referred to as the “Non-Defaulting Party”) shall
give notice to the Defaulting Party designating such default, and within thirty
(30) business days after its receipt of such notice, the Defaulting Party shall
either:
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(a)
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cure
such default, or diligently commence proceedings to cure such default and
prosecute the same to completion without undue delay, with notice to the
Non-Defaulting Party of the procedures it has instigated to cure;
or
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(b)
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give
the Non-Defaulting Party notice that it denies that such default has
occurred and that it is submitting the question to the appropriate
tribunal.
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If
default is not addressed appropriately in the form required by (a) above, or
cured within 30 days of a tribunal’s finding of default, then the Non-Defaulting
Party may terminate this Agreement at any time, without prejudice to any claims
it may have for an accounting or damages.
Article
XI
NOTICE
11.1 Notice. Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered to the other Party, at
the address for such Party specified above. The date of receipt of
such notice, demand or other communication shall be the date of delivery
thereof. Transmission by facsimile, with electronic confirmation, shall be
considered delivery.
11.2 Change of
Address. Either Party may at any time and from time to
time notify the other Party in writing of a change of address and the new
address to which notice shall be given to it thereafter until further
change.
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Article
XII
GENERAL
PROVISIONS
12.1 Entire
Agreement. This Agreement constitutes the entire
agreement between the Parties hereto in respect to this subject matter and
supersedes every previous agreement, expectation, negotiation, representation or
understanding, whether oral or written, express or implied, statutory or
otherwise, between the Parties with respect to the subject matter of this
Agreement.
12.2 Enurement
and Assignment. This Agreement will enure to the benefit
of and will be binding upon the Parties, their respective heirs, executors,
administrators and permitted assigns. This Agreement may not be
assigned as to any part by any Party without the permission in writing of the
other Party, such permission not to be unreasonably withheld.
12.3 Time of
the Essence. Time will be of the essence of this
Agreement.
12.4 Applicable
Law. The situs of this Agreement is Vancouver, British
Columbia, and for all purposes this Agreement will be governed exclusively by
and construed and enforced in accordance with the laws and Courts of the
Province of British Columbia.
12.5 Invalid
Provisions. If any provision of this Agreement is at any
time unenforceable or invalid for any reason it will be severable from the
remainder of this Agreement and, in its application at that time, this Agreement
will be construed as though such provision was not contained herein and the
remainder will continue in full force and effect and be construed as if this
Agreement had been executed without the invalid or unenforceable
provision.
12.6 Currency. Unless
otherwise stated, all references in this Agreement to currency shall be Canadian
currency.
12.7 Severability
and Construction. Each Article, section, paragraph, term
and provision of this Agreement, and any portion thereof, shall be considered
severable, and if, for any reason, any portion of this Agreement is determined
to be invalid, contrary to or in conflict with any applicable present or future
law, rule or regulation in a final unappealable ruling issued by any Court,
agency or tribunal with valid jurisdiction in a proceeding to which any Party
hereto is a party, that ruling shall not impair the operation of, or have any
other effect upon, such other portions of this Agreement as may remain otherwise
intelligible (all of which shall remain binding on the Parties and continue to
be given full force and effect as of the date upon which the ruling becomes
final).
12.8 Warranty
of Good Faith. The Parties hereto warrant each to the
other to conduct their duties and obligations hereof in good faith and with due
diligence and to employ all reasonable endevours to fully comply with and
conduct the terms and conditions of this Agreement.
12.9 Representation
and Costs. It is hereby acknowledged by each of the
Parties hereto that, as between the Company and the Consultant, Xxxxxx Xxxxxx,
Barristers and Solicitors, acts solely for the Company, and that the Consultant
has been advised to obtain independent legal advice with respect to this
Agreement and that he has consulted with or has had the opportunity to consult
with independent counsel of his own choice concerning this Agreement and that he
has read and understands the Agreement, is fully aware of its legal effect, and
has entered into it freely based on his own judgment.
-13-
12.10 Counterparts. This
Agreement may be signed by the Parties hereto in as many counterparts as may be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth on the front page of this Agreement.
[THE
REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
-14-
12.11 Consents
and Waivers. No consent or waiver expressed or implied
by either Party in respect of any breach or default by the other in the
performance by such other of its obligations hereunder shall be valid unless it
is in writing, be relied upon as a consent to or waiver of any other breach or
default of the same or any other obligation or constitute a general waiver under
this Agreement, or eliminate or modify the need for a specific consent or waiver
in any other or subsequent instance.
IN
WITNESS WHEREOF the Parties hereto have hereunto set their hands and
seals in the presence of their duly authorized signatories effective as at the
date first above written.
|
SIGNED
and DELIVERED by
|
)
|
||
|
ARNE
TJERNO
|
)
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||
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the
Consultant herein, in the presence of:
|
)
|
||
|
)
|
|||
|
/s/
Xxxxxxx Xxxxxxxxx
|
)
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||
|
Witness
Signature
|
)
|
/s/
Arne Tjerno
|
|
|
)
|
ARNE
TJXXXX
|
||
|
000
Xxxxxxxx Xxxxx Xx.
|
)
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||
|
Witness
Address
|
)
|
||
|
Xxxxxxx
Xxxxxxxxx
|
)
|
||
|
Admin.
|
)
|
||
|
Witness
Name and Occupation
|
)
|
||
|
The
CORPORATE SEAL of
|
)
|
||
|
)
|
|||
|
Company
herein, was hereunto affixed in the
|
)
|
||
|
presence
of:
|
)
|
(C/S)
|
|
|
)
|
|||
|
/s/
Xxxxx X. Xxxxxxxxx
|
)
|
||
|
Authorized
Signatory
|
)
|
||
|
)
|
|||
|
)
|
|||
|
(print
name and title)
|
-15-
