CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is entered into this 12th day of
March, 2001 is by and amongst Cormax Business Solutions Inc. (the "Company") and
Xxxx Xxxxxx (The "Consultant").
WHEREAS, Consultant is skilled in providing legal services, and has provided
legal services to Company in the past;
WHEREAS, the Company desires to continue to engage Consultant to continue to
provide legal services; and
NOW THEREFORE, in consideration of the mutual covenants contained herein and
other good and valuable consideration receipt whereof is hereby acknowledged it
is agreed.
1. The Company hereby engages the Consultant and the Consultant hereby
accepts this engagement on a non-exclusive basis pursuant to the terms
and conditions of this Consulting Agreement for a term commencing on
the date hereof and terminating February 28, 2001, subject to the
rights and obligations of the Consultant to cease to act for the
Company pursuant to the Alberta Legal Profession Act, the Law Society
of Alberta Code of Professional Conduct and the Rules of the Law
Society of Alberta.
2. Consultant shall continue to handle pending litigation matters brought
against the Company. Consultant shall also make himself available to
represent the Company on any new litigation matters that may be brought
against the Company. Notwithstanding the foregoing, it is agreed that
should material litigation be commenced during the term of this
Agreement the parties agree that they will negotiate in good faith for
an ongoing fee arrangement.
3. In order to assist Consultant with his duties, the Company will provide
Consultant with such information, as may be required by Consultant.
4. In consideration of the service to be provided, and of services
previously provided, Consultant shall receive a fee equal to 100,000
shares of the Company's common stock.
5. The Company will register the 100,000 shares pursuant to a registration
statement on Form S-8.
6. During the term of this Agreement, each party may have access to trade
secrets, know how, formulae, customer and price lists all of which are
valuable, special, proprietary and unique assets of each. The parties
agree that all knowledge and information which each other shall
acquire during the term of this Agreement, other than as required by
Canadian and Alberta law, or as agreed to by the Company and the
Consultant. At the termination of this Agreement, or at any other time
either party may request the other party to deliver to the other,
without retaining any copies, notes or excerpts thereof, all
memoranda, diaries, notes, records, plans, specifications, formulae or
other documents relating to, directly or indirectly, to any
confidential information made or compiled by, or delivered or made
available to or otherwise obtained by the respective parties, subject
to the duties and obligations of the Consultant pursuant to the
Alberta Legal Profession Act, the Law Society of Alberta Code of
Professional Conduct and the Rules of the Law Society of Alberta.
However, the foregoing provision shall not prohibit Consultant from
engaging in any work at any time following his termination of this
Agreement, which does not conflict, with the terms of this Agreement.
7. Accept as otherwise provided herein, any notice or other communication
to any party pursuant to or relating to this Agreement and the
transactions provided for herein shall be deemed to have been given or
delivered when deposited in the United States or Canadian Mail,
registered or certified, and with proper postage and registration or
certification fees prepaid, addressed at their principal place of
business or to such other address as may be designated by either party
in writing.
8. This Agreement shall be governed by and interpreted pursuant to the
laws of the province of Alberta. By entering into this Agreement, the
parties agree to the jurisdiction of the courts located in Calgary,
Canada. In the event of any breach of this Agreement, the prevailing
party shall be entitled to recover all costs including reasonable
attorney's fees.
9. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed the original, and
it shall not be necessary, in making proof of this Agreement to produce
or account for more than one counterpart.
IN WITNESS WHEREOF, the parties hereto have subscribed their hands and
seals the day and year first above written.
CONSULTANT: COMPANY:
/s/ Xxxx Xxxxxx /s/ Xxxx X. Xxxxxxxx
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Xxxx Xxxxxx President
