CONSULTING SERVICES AGREEMENT
Exhibit
4.3
THIS AGREEMENT made as of the
1st day of April, 2007
BETWEEN:
a
corporation incorporated under the laws of Ontario
(hereinafter
called the “Corporation”)
OF THE FIRST
PART;
- and -
1645194 ONTARIO
INC.,
(hereinafter
called the “Consultant”)
OF THE SECOND
PART;
WHEREAS the Corporation wishes
to retain the Consultant, and the Consultant has agreed to accept such
assignment, upon the terms and conditions hereinafter set forth;
NOW THEREFORE THIS AGREEMENT
WITNESSETH that in consideration of the premises and the mutual promises
and agreements herein contained (the receipt and sufficiency of which are hereby
acknowledged by each of the parties), the parties hereto covenant and agree as
follows:
ARTICLE I.
Engagement of the Consultant
and Its Duties
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1.1
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Engagement
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Subject
to the terms of this Agreement, the Corporation hereby retains the Consultant to
make Xxxx Xxxxxxx available to render consulting advice and services to the
Corporation, and to any subsidiaries and/or affiliates of the Corporation, in
connection with the development and operation of the corporate, financial and
litigation affairs of the Corporation, its subsidiaries and its
affiliates.
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1.2
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Services
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The
Consultant shall provide administrative and consulting services (the “Consulting Services”) in such
manner as the Corporation and the Consultant may reasonably agree, and shall
devote such time as is necessary to provide such Consulting Services. Such
Consulting Services, which need not be rendered in Canada or require Xx.
Xxxxxxx’x attendance in Canada, shall include (but not be limited to) providing
advice with regard to the following:
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(a)
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financing
and development of its business, including the provision of strategic
advice;
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(b)
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defining
competitive business visions from time to time and create a roadmap for
implementation;
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(c)
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addressing
all aspects of operations management and performance
improvement;
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(d)
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identifying
and controlling risk elements;
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(e)
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delivering
operational effectiveness that maximizes efficiency and helps the
organization achieve cost take out
benefits;
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(f)
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defining
strategic intent for competitive
advantage;
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(g)
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developing
appropriate governance, leadership, and organizational
architectures;
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(h)
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developing
internal processes and systems to build and grow the
business;
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(i)
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developing
and maintaining a team of professionals from various
disciplines;
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(j)
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acquiring
key resources, such as, talent and venture finance and strategic
relationships;
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(k)
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advancing
its litigation claims by marshalling documents and witnesses, assisting
counsel, securing expert testimony and being a witness on the
Corporation’s behalf; and
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(l)
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acting
as agent of the Corporation in connection with the preparation of a 2OF
and other documentation to be filed with the
SEC.
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1.3
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Corporate
Information
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The
Corporation agrees to co-operate with the Consultant and to provide such
information, financial records and documents as may facilitate the performance
of the Consulting Services by the Consultant. The Consultant and Xx. Xxxxxxx
acknowledge that they have a special relationship with the Corporation and will
act accordingly regarding undisclosed material information.
ARTICLE II.
Remuneration and
Expenses
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2.1
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Consulting
Fee
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In
consideration for the provision of the aforesaid Consulting Services for the
term of this Agreement, the Corporation shall pay to the Consultant a monthly
fee of Cdn$8,000, payable on the first day of each month (the “Consulting Fee”).
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2.2
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Expenses
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Reasonable
travel, entertainment and other expenses necessarily incurred by the Consultant
pursuant to the Consultant’s rights and responsibilities under this Agreement,
will be reimbursed to the Consultant by the Corporation against submission of
appropriate vouchers or invoices in accordance with such reasonable guidelines
as may be established by the board of directors of the Corporation from time to
time, provided that any item of expense in excess of $2,000 to be incurred by
the Consultant shall require the prior approval of two directors of the
Corporation.
ARTICLE III.
Term of
Engagement
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3.1
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Term
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The term
of this Agreement shall commence and become effective on April 1, 2007 for a
period of one year, and shall be renewable thereafter from month to month and
may be terminated by either party giving sixty (60) days notice to the other
that he intends to terminate this Agreement.
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3.2
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Termination
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3.2.1 By
the Corporation:
(a) In
the event where the Corporation terminates this Agreement it shall provide a
notice together with an amount representing the Consulting Fees that would
otherwise be due for a period of two (2) months from the date of the notice as
well as all expenses incurred by the Consultant up to the date of such
notice.
(b) Notwithstanding
anything in this Agreement, the Corporation may at its option terminate this
Agreement for cause in law, at any lime without notice or payment of any
compensation either by way of anticipated earnings or damages of any
kind.
3.2.2 By
the Consultant:
(a) Should
the Consultant, in its sole opinion, be unable to perform the services to be
provided hereunder, then this Agreement may be terminated by the Consultant
within thirty (30) days of a notice to this effect to the
Corporation.
ARTICLE IV.
Confidentiality
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4.1
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Confidentiality
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The
Consultant shall not disclose, during the term of this Agreement or at any time
thereafter, any information concerning the business and affairs of the
Corporation or its subsidiaries, affiliated corporations or associates, which it
may have learned while providing the Consulting Services, to any person not an
officer or director of the Corporation, other than in the proper discharge of
his duties under this Agreement. Furthermore, the Consultant shall
not use, for its own purpose or for any purpose other than that of the
Corporation, either during the continuance of its engagement under this
Agreement or at any time thereafter, any information it may have acquired, or
may acquire, in or in relation to the business of the Corporation, its
subsidiaries, affiliated corporations or associates.
ARTICLE V.
Miscellaneous
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5.1
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Agency
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Nothing
herein contained shall constitute the Corporation or the Consultant the agent of
the other. The relationship herein created shall be that of independent
contractors acting at arm’s length.
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5.2
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Notices
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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 set forth
below:
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(a)
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If
to the Corporation:
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x/x
Xxxxxx Xxxxxxx XXX
Xxxxx
0000
00 Xxxx
Xxxxxx Xxxx
Xxxxxxx,
Xxxxxxx
X0X
0X0
Attention: President
Fax: (000)
000-0000
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(b)
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If
to Consultant:
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1645194 Ontario
Inc.
X.X. Xxx
000
Xxxx
Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxxx,
Xxxxxxx
X0X
0X0
Fax: (000)
000-0000
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 address from time to time in the manner
hereinbefore provided for the giving of notice.
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5.3
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Severability
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If any
provision of this Agreement or its application to any party or circumstance is
restricted, prohibited or unenforceable, such provisions shall, as to such
jurisdiction, be ineffective only to the extent of any such restriction,
prohibition or unenforceability without invalidating the remaining provisions
hereof and without affecting the validity or enforceability of such provision or
application to other parties or circumstances.
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5.4
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Counterparts
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This
Agreement may be executed in any number of counterparts by original or facsimile
signature, each of which when executed and delivered shall be an original but
such counterparts together shall constitute one and the same
instrument.
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5.5
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Governing
Laws
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This
Agreement shall be governed by and construed in accordance with the laws of the
province of Ontario and the laws of Canada applicable therein.
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5.6
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Assignment
and Successors
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he rights
which accrue to the parties under this Agreement shall be binding upon and enure
to the benefit of the heirs, executors, administrators, successors and permitted
assigns of the parties hereto as the case may be.
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5.7
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Independent
Legal Advice
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The
parties hereby acknowledge that this provision shall serve as notice to each
party of being advised to arrange for such independent legal advice with respect
to this Agreement, each of the matters herein and the implications thereof, as
each party may independently deem necessary, and that each party has either
obtained such independent legal advice or hereby waives the right thereto by
signing this Agreement.
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5.8
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Time
of the Essence
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Time
shall be the essence of this Agreement and every part thereof.
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5.9
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Entire
Agreement
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This
Agreement, including the recitals set out above which shall form an integral
part of 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.
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5.10
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Save
Harmless
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The
Corporation shall save the Consultant harmless from any and all claims made
against the Consultant arising from the carrying out its duties and obligations
under this Agreement.
IN WITNESS
WHEREOF the parties hereto have executed this Agreement as of the date
first above written.
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Per:
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Signed: “Xxxxx
Xxxxxx”
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Authorized
Signing Officer
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1645194
ONTARIO INC.
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Per:
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Signed: “Xxxxxxxxx
Xxxxxxx”
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President
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