EXHIBIT 10.11
CONSULTING AGREEMENT
This Consulting Agreement (the "Agreement) is made and entered into as of
February 1, 2001, by and between ▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Nevada corporation (the
"Company"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (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"): During the term of this Agreement, Consultant will act as, and
perform the duties of; the Chief Executive Officer of the Company and, in that
capacity, will report to the Board of Directors of the Company. Consultant also
agrees to serve as a member of the Board of Directors of the Company.
B. The Company agrees to pay Consultant, or to Consultant's independent
contractors, as Consultant may direct, the following compensation for rendition
of the Services (the "Compensation"): The Compensation to be paid to Consultant
for the Services rendered during the term of this Agreement shall be $120,000.00
payable in twelve (12) equal installments at the end of each of the twelve (12)
months during the term of this Agreement. 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 $10,000.00 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; nonpublic 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 the date first written above 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.
CONSULTANT COMPANY
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Title:
Address: Address:
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ - 1040 ▇▇▇▇▇▇▇▇ Street
West Vancouver, BC ▇▇▇▇▇▇▇▇▇, ▇▇
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