Exhibit 10.14
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement") is made and entered into as of July
1, 2001, by and between Xxxxxxxx.xxx, Inc., a Nevada corporation (the
"Company"), and Xxxx Xxxxxxx (the "Consultant"). The Company desires to retain
Consultant as an independent contractor to perform consulting Services for the
Company and Consultant is willing to perform such Services, on terms set forth
more fully below. In consideration of the mutual promises contained herein, the
parties agree as follows:
1. Services and Compensation
A. Consultant agrees to perform for the Company the following services
("Services"): commencing on July 1, 2001 through to 31 January 2002, Consultant
agrees to serve as, and perform the duties of Secretary to the Board of
Directors and under the direction of the President participate with the
President in developing and implementing the Company's Business Plan.
B. The Company agrees to pay Consultant the following compensation for
rendition of the Services (the "Compensation"): In consideration of the
Consultant's ongoing service as an active member of the Board of Directors the
Consultant shall be paid 200,000 options pursuant to the Company's 1999 Stock
Option Plan, exercisable at a price of $0.00l per share such shares to be issued
by 31 August 2001. The Compensation to be paid to Consultant during the term of
this Agreement shall be a maximum of $US 70,000.00 payable in seven (7)
installments of up to $US 10,000.00 at the end of each of the seven (7) months
during the term of this Agreement. The amount of each installment shall be
determined by a pro-rata calculation of the percentage of time spent during each
month. At the sole discretion of the President of the Company, each installment
can be paid either in cash or by the issuance of options pursuant to the
Company's 1999 Stock Option Plan, exercisable at a price of $0.00l per share. In
each month that payment is made through the issuance of options, the number of
shares of Common Stock of the Company issued shall be equal to the amount of
each payment divided by the lowest closing bid price of the Company's shares
during the month.
2. Confidentiality
A. The Consultant will hold in confidence during the term of his employment
hereunder and for a period of five years after the termination thereof all
Confidential Information of the Company and its subsidiaries, affiliates and
joint venture partners, and all Confidential Information of companies or persons
other than the Company given to the Company under an agreement prohibiting its
disclosure. "Confidential Information" refers to valuable technical or business
information that is not known by the public. By way of example, Confidential
Information may include information relating to: business opportunities and
contacts; inventions or products, including unannounced products; research and
development activities; requirements and specifications of specific customers
and potential customers; non-public financial information; and quotations of
proposals given to customers.
B. These restrictions on disclosure do not apply if (i) the information is
or becomes publicly known through no wrongful act on the part of the Consultant;
(ii) the Consultant knew the information prior to the time he began employment
with the Company, other than by disclosure by the Company; (iii) the Consultant
received the information without any wrongdoing from someone outside the Company
who does not have an obligation to keep the information confidential; (iv) the
information is explicitly approved for release by an officer of the Company; or
(v) the information is disclosed pursuant to the requirement of a governmental
agency.
3. Conflicting Obligations
A. Consultant certifies that Consultant has no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or
that would preclude Consultant from complying with the provisions hereof, and
further certifies that Consultant will not enter into any such conflicting
Agreement during the term of this Agreement.
B. In view of Consultant's access to the Company's trade secrets and
proprietary know-how, Consultant further agrees that Consultant will not,
without Company's prior written consent, perform identical or substantially
similar services as those performed under this Agreement for any other client
for a period of twelve (12) months after the termination of this Agreement.
4. Term and Termination
A. This Agreement will commence on July 1, 2001 and will continue until
January 31, 2002, or termination as provided below.
B. The Company may terminate this Agreement without cause upon giving 30
days' prior written notice thereof to Consultant. Any such notice shall be
addressed to Consultant at the address shown below or such other address as
either party may notify the other of and shall be deemed given upon delivery if
personally delivered or, if sent registered or certified mail, after deposited
in the mails, postage prepaid.
C. The Company may terminate this Agreement immediately and without prior
notice if Consultant ceases to make a good faith effort to perform the Services
or Consultant is guilty of willful malfeasance in the performance of his duties
hereunder. Such bases for termination shall herein be referred to as
"termination for cause".
D. Upon such termination all rights and duties of the parties toward
each other shall cease except:
(i) That the Company shall be obliged to pay, within thirty (30) days of the
effective date of termination, all amounts owing to Consultant for unpaid
Services and related expenses, if any, in accordance with the provisions of
Section 1 (Services and Compensation) hereof; and
(ii) Section 2 (Confidentiality) shall survive termination of this
Agreement.
5. Assignment
Neither this Agreement nor any right hereunder or interest herein may be
assigned or transferred by Consultant without the express written consent of the
Company.
6. Equitable Relief
Consultant agrees that it would be impossible or inadequate to measure and
calculate the Company's damages from any breach of the covenants set forth in
Section 2 (Confidentiality) herein. Accordingly, Consultant agrees that if
Consultant breaches Section 2, the Company will have available, in addition to
any other right or remedy available, the right to obtain from any court of
competent jurisdiction an injunction restraining such breach or threatened
breach and specific performance of any such provision. Consultant further agrees
that no bond or other security shall be required in obtaining such equitable
relief and Consultant hereby consents to the issuances of such injunction and to
the ordering of such specific performance.
7. Governing Law
The laws of the State of Nevada, USA shall govern this Agreement.
8. Entire Agreement
This Agreement is the entire agreement of the parties and supersedes any
prior agreements between them with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
XXXX XXXXXXX COMPANY
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Title:
Address: Address:
0000 Xxxxxxxx Xxxxx 0000X. Xxxxxx Xxxx, Xxxxx X0
Xxxxxxxxx, X.X. Xxx Xxxxx, Xxxxxx
X0X 0X0 89120
