CONSULTING SERVICES AGREEMENT
This Consulting Services Agreement (the "Agreement") is made
and entered into as of the ____ day of October 2001 (the
"Effective Date"), by and between COMMODORE MINERALS, INC., a
Nevada corporation (the "Company"), and XXXXX XXXXXXXX, a
resident of the State of Texas, U.S.A. ("Consultant").
WHEREAS, Consultant possesses a level of expertise in public
accounting and strategic planning services;
WHEREAS, the Company desires to engage the services of
Consultant to serve as the Vice President-Finance (Acting
Principal Financial and Accounting Officer) for the Company, and
to assist the Company with certain projects and such other
assignments as may arise from time to time; and
WHEREAS, the Company desires to engage Consultant, and
Consultant desires to provide certain consulting services for the
Company, all pursuant to the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants, terms and conditions contained herein, and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Term.
1.1 This Agreement shall commence on the Effective Date and
continue for an initial term ending on December 31,
2001 ("Initial Term"). After the Initial Term, this
Agreement shall automatically renew for successive
terms of one (1) year each (each a "Renewal Term")
unless either party provides prior written notice at
least thirty (30) prior to the end of such Initial Term
or Renewal Term, as applicable, of its intention not to
renew the Agreement. Both the Initial Term and any
subsequent Renewal Term shall be referred to herein as
the "Term."
1.2 Prior to January 1, 2002, the Company may elect to
terminate this Agreement for any reason upon thirty
(30) days prior written notice to Consultant.
Consultant may not voluntarily elect to terminate this
Agreement during the Initial Term. Effective January 1,
2002, Consultant may terminate this Agreement for any
reason upon thirty (30) days prior written notice or
the Company may terminate this Agreement for any reason
upon seven (7) days prior written notice.
2. Performance of Services.
2.1 Services. Consultant agrees to act as the V.P.-Finance
(Acting Principal Financial and Accounting Officer) of
the Company, responsible for preparing, executing and
filing any and all reports, certificates or other
instruments required under the U.S. Securities Exchange
Act of 1934, as amended (the "Exchange Act"), under
the title of Vice President-Finance and, upon request
by the Company, such additional financial, accounting
and strategic planning, consulting and advisory
services ("Services") to the Company or its subsidiary
entities, the scope and nature of which shall be
subject to change from time to time, as shall be
mutually agreed upon by the Company and Consultant.
2.2 Exclusivity. Consultant acknowledges and agrees that
during the Initial Term, the Services may require
Consultant's full-time and attention and Consultant
agrees to expend such number of hours per week as shall
be necessary to fulfill the Services requested by the
Company. Consultant acknowledges that the Company and
the performance of the Services must receive his
primary attention and focus. Effective January 1,
2002, or prior to such date to the extent the Services
do
not consume one hundred percent (100%) of Consultant's
time, Consultant is free to perform similar services
for other persons or entities.
3.1 Compensation and Expenses.
3.1 Fee. Subject to the terms and conditions hereof, in
consideration of the Services to be rendered by
Consultant in favor of the Company and/or affiliates of
the Company during the Term, Consultant shall receive
$60 per hour ("Hourly Fee"). Consultant shall provide
the Company with a reasonably detailed invoice of his
Services (indicating, for example (and at a minimum)
the date that the Service was provided, the amount of
time spent (broken down to the nearest 6-minute
increment) and a description of the task performed and
the result thereof), whereupon the Company shall pay
Consultant for such invoice within thirty (30) days of
the date of receiving such invoice. To the extent the
Company requests any additional documentation under
Section 3.3 below or otherwise disagrees with or
questions the invoice amount as provided therein, the
Company shall have no obligation to pay Consultant for
any amount disputed in good faith until the final
resolution thereof; provided, however, the Company
diligently attempts to promptly resolve all such
disputes.
3.2 Reimbursement of Expenses. The Company agrees to
reimburse Consultant within thirty (30) days of receipt
of an invoice therefor for all out-of-pocket expenses
relating to this Agreement or the Services rendered
hereunder. These expenses shall be summarized in
report form, accompanied with appropriate support data
or receipts, and may include but are not limited to
travel and entertainment, postage, overnight delivery,
courier, long distance telephone, facsimile, special
secretarial services, printing and other similar
charges. Any expense in excess of $500.00 shall not be
reimbursed by the Company unless Consultant obtains
approval from the Company prior to incurring any such
expense.
3.3 Waiver. In the event that the Company disagrees with or
questions any amount due under an invoice or requires
additional back-up information with respect to the
invoice amounts, the Company agrees that it shall
communicate such disagreement to, or request some
additional back-up materials from, Consultant in
writing within thirty (30) days of the invoice date.
Any claims not made within such period shall be deemed
waived.
3.4 Applicable Taxes. All fees, charges and other amounts
payable to Consultant hereunder do not include any
sales, use, excise, value added or other applicable
taxes, tariffs or duties, payment of which shall be the
sole responsibility of the Company (excluding any
applicable taxes based on Consultant's income). In the
event that such taxes, tariffs or duties are assessed
against Consultant, the Company shall reimburse
Consultant for any such amounts paid by Consultant.
4. Effect of Termination. In the event this Agreement is
terminated by either party, Consultant agrees to provide a
final invoice for all fees and reimbursable expenses due no
later than thirty (30) days after the stated termination
date. The Company agrees to cause such invoice to be paid,
or provide notice to Consultant that some of all of such
invoiced amounts are being contested by the Company, within
thirty (30) days of receipt thereof.
5. Independent Contractor. Consultant is performing the
Services as an independent contractor and not as an employee
of the Company, and Consultant shall not be entitled to
receive any compensation, benefits or other incidents of
employment from the Company. Nothing in this Agreement
shall be deemed to constitute a partnership or joint venture
between the Company and Consultant, nor shall anything in
this Agreement be deemed to constitute Consultant or the
Company the agent of the other. Neither Consultant nor the
Company shall be or become liable or bound by any
representation, act or omission whatsoever of the other.
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6. Confidentiality. All nonpublic information gathered,
developed and otherwise made known to Consultant shall be
held in confidence and only disclosed with the consent of
the Company or as required by law or legal process. The
confidentiality restrictions and obligations imposed by this
Section shall terminate two (2) years after expiration or
termination of this Agreement.
7. Nonassignability; Binding Effect. Neither party shall
assign, transfer or subcontract this Agreement or any of its
obligations hereunder without the other party's express,
prior written consent.
8. Notices. All notices, requests, demands and other
communications hereunder shall be in writing and shall be
deemed to have been duly given upon personal delivery, five
(5) days after being mailed by registered or certified mail,
return receipt requested, or one (1) business day after
being sent by nationally recognized overnight courier.
Notices shall be addressed as follows:
If to the Company: Intac International
Xxxx 0000, 00/X., Xxxxxx Xxxxxxxxx
6 Xxxxx Xxx Street, Xxxx Xxxx
Kowloon, Hong Kong
Attention: Xxx Xxxx
If to Consultant: Xxxxx Xxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxx, Xxxxx 00000
9. Nonsolicitation of Employees. Consultant shall not, during
the term of this Agreement and for one (1) year after its
termination, solicit or hire as an employee, consultant or
otherwise any of the Company's employees or independent
contractors, without the Company's express written consent.
10. Integration; Amendment. This Agreement constitutes the
entire agreement of the parties hereto with respect to its
subject matter and supersedes all prior and contemporaneous
representations, proposals, discussions and communications,
whether oral or in writing. This Agreement may be modified
only in writing and shall be enforceable in accordance with
its terms when signed by each of the parties hereto.
11. Ambiguities. In the event that it shall be determined that
there is any ambiguity contained herein, such ambiguity
shall not be construed against either party hereto as a
result of such party's preparation of this Agreement, but
shall be construed in light of all of the facts,
circumstances and intentions of the parties at the time this
Agreement is executed.
12. Severability; Governing Law. If any one or more of the
provisions or subjects contained in this Agreement is for
any reason held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality or unenforceability
will not affect the validity and enforceability of any other
provisions or subjects of this Agreement, and it is the
intention of the parties that there shall be substituted for
such invalid, illegal or unenforceable provision a provision
as similar to such provision as may be possible and yet be
valid, legal and enforceable. This Agreement shall be
governed by and construed in accordance with the laws of the
State of Texas, without regard to the conflict of laws
provision thereof.
13. Survival. Paragraphs 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13
and 14 shall survive any expiration or termination of this
Agreement.
14. Attorneys' Fees and Costs. If any action in arbitration or
at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party will be
entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which it
may be entitled.
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15. Multiple Counterparts. This Agreement may be executed in
multiple counterparts, each of which for all purposes is to
be deemed an original, and all of which constitute,
collectively, one agreement. In making proof of this
Agreement, it will not be necessary to produce or account
for more than one counterpart of this Agreement.
Furthermore, a photocopy of any counterpart will be valid
and have the same effect as an original.
16. Headings. The headings of this Agreement are for
convenience only and do not constitute a part of this
Agreement.
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The parties hereto have executed the Agreement as of the date
specified below.
Company:
COMMODORE MINERALS, INC.
By: /s/ XXX XXXX Dated: October ____, 2001
-----------------------------
Name: Xxx Xxxx
Title: Chief Executive Officer
Consultant:
/s/ XXXXX XXXXXXXX Dated: October ___, 2001
-------------------------
XXXXX XXXXXXXX
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