(SAMPLE)
TECHNICAL ADVISOR AGREEMENT
THIS AGREEMENT is dated the day of , .
BETWEEN:
(the "Client")
-and-
(the "Advisor")
WHEREAS the Client desires to engage the Advisor to provide services to the
Client for the term of this Agreement and the Advisor has agreed to provide such
services, all in consideration and upon the terms and conditions contained
herein;
NOW THEREFORE it is hereby agreed as follows:
1. Services
The Client agrees to engage the Advisor to act as a Technical Advisor
and to provide the Client with such other advisor services as the
Client and the Advisor agree upon and the Advisor has agreed to perform
and provide such services (collectively the "Services").
2. Term
Except as otherwise provided in this Agreement, the Client agrees to
engage the Advisor to provide the Services for a term of one year from
the date of this agreement.
3. Fee
The Advisor will be granted, as soon as available, 20,000 options with an
expiration term of five years.
4. Independent Contract
The Advisor's relationship with the Client as created by this Agreement is
that of an independent contractor for the purposes of the Income Tax Act
(Canada) and any similar provincial taxing legislation. It is intended that
the Advisor shall have general control and direction over the manner in
which the services are to be provided to the Client under this Agreement.
Nothing contained in this Agreement shall be regarded or construed as
creating any relationship (whether by way of employer/employee, agency
joint venture, association, or partnership) between the parties other than
as an independent contractor as set forth herein.
5. Time and Effort
The Advisor shall be free to devote such portion of the Advisor's time,
energy, effort and skill as the Advisor sees fit, and to perform the
Advisor's duties when and where the Advisor sees fit, so long as the
Advisor performs the Services set out in this Agreement in a timely and
professional fashion.
6. Compliance
(a) The Advisor shall comply with all applicable federal, provincial and
municipal laws, rules and regulations arising out of or connected with
the performance of the Services under this Agreement by the Advisor or
its employees.
(b) The Advisor shall be responsible for all Unemployment Insurance
Contributions, Canada Pension Plan contributions, Income Tax and
Workers Compensation payments relating to or arising out of the fees
paid to the Advisor under this Agreement and the Services performed by
the Advisor or its employees. Payments relating to any of the above
shall be the responsibility of the Advisor and shall be forwarded by
the Advisor as appropriate, directly to the government agencies
involved. Proof of compliance with this requirement shall be available
to the Client upon request.
(c) In the event that any taxing authority, for whatever reason, seeks
from the Client any Unemployment Insurance Contributions, Canada
Pension Plan contributions, Income Taxes or Workers' Compensation
payments, the Advisor agrees to indemnify the Client and any of its
directors, officers and employees, for the full amount of any such
contributions or payments (including any applicable interest and
penalties thereon). The Advisor further agrees that the Client may set
off an equal amount of such contributions or payments (including any
applicable interest and penalties thereon) against any fees and
expenses payable to the Advisor under this agreement.
7. Confidential Information
(a) The Advisor acknowledges that certain of the material and information
made available to the Advisor by the Client in the performance of the
Services (the "Confidential Information") will be of a confidential
nature. The Advisor recognizes that the Confidential Information is
the sole and exclusive property of the Client, and the Advisor shall
use its best efforts and exercise utmost diligence to protect and
maintain the confidentiality of the Confidential Information. The
Advisor shall not, directly or indirectly, use the Confidential
Information for its own benefit, or disclose to another any
Confidential Information, whether or not acquired, learned, obtained
or developed by the Advisor alone or in conjunction with others,
except as such disclosure or use may be required in connection with
the performance of the Services or as may be consented to in writing
by the Client.
(b) The Confidential Information is and shall remain the sole and
exclusive property of the Client regardless of whether such
information was generated by the Advisor or by others, and the Advisor
agrees that upon termination of this Agreement it shall deliver
promptly to the Client all such tangible parts of the Confidential
Information including records, data, notes, reports, proposals, client
lists, correspondence, materials, marketing or sales information,
computer programs, equipment, or other documents or property which are
in the possession or under the control of the Advisor without
retaining copies thereof.
(c) Each of the foregoing obligations of the Advisor in this clause shall
also apply to any confidential information of customers, joint venture
parties, contractors and other entities, of any nature whatsoever,
with whom the Client or any associate or affiliate of the Client has
business relations.
(d) Notwithstanding the foregoing provisions of this clause, the Advisor
shall not be liable for the disclosure or use of any of the
Confidential Information to the extent that:
(i) the Confidential Information is or becomes available to the
public from a source other than the Advisor and through no fault
of the Advisor; or
(ii) the Confidential Information is lawfully obtained by the Advisor
from a third party or a source outside of this Agreement.
(e) The covenants and agreements contained in this clause shall survive
the termination of this agreement.
8. Other Services
The Advisor will be free to perform consulting and other services to the
Advisor's other clients during the term of this Agreement, provided
however, that the Advisor shall ensure that the Advisor is able to perform
the Services pursuant to this Agreement in a timely and professional
fashion. The Advisor agrees not to perform services for the Advisor's other
clients which may create a conflict of interest or interfere with the
Advisor's duties pursuant to this Agreement.
9. Termination
(a) In the event that the Advisor breaches this Agreement, or otherwise
fails to perform the Services in accordance with the terms of this
Agreement, the Client may terminate this Agreement immediately and
without notice for cause. Either party may terminate this Agreement at
any time, without cause or reason, upon two months advance written
notice to the other.
(b) Upon termination of this Agreement:
(i) the Client's obligations to the Advisor under this Agreement
shall terminate except for the Client's obligation to pay any
fees and expenses in accordance with the terms of this Agreement,
to the date of termination; and
(ii) the Advisor's obligations to the Client under this Agreement
shall terminate except those obligations which are specifically
expressed to survive the termination of this Agreement.
(iii) this contract may be renewed by mutual consent.
10. Indemnification
(a) The Client undertakes to, and does hereby agree to, indemnify the
Advisor and its directors, officers and employees against any and all
actions, suits, claims, costs, and demands, losses, damages and
expenses which may be brought against or suffered by them or which
they may sustain, pay or incur by reason of the Advisor's performance
of the Services under this Agreement, with the exception of any such
actions, suits, claims, costs and demands, losses damages and expenses
caused by the willful misconduct or gross negligence of the Advisor or
any of its directors, officers or employees.
11. Governing Law
This Agreement shall be governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.
12. Severability
If any provision of this Agreement, or the application of such provision to
any person or in any circumstance, shall be determined to be invalid,
unlawful or unenforceable, the remaining provisions of this Agreement, and
the application of such provision to any circumstance other than that to
which it is held to be invalid, unlawful or unenforceable, shall not be
affected thereby.
13. Amendments
Any amendment to this Agreement must be in writing and signed by both
parties hereto.
14. Time of Essences
Time shall be of the essence in this Agreement.
15. Entire Agreement
This is the entire Agreement between the Client and the Advisor with
respect to the consulting services to be provided by the Advisor to the
Client and supersedes any prior agreements with respect to such services
whether written or oral.
16. Notices
Notices hereunder shall be in writing and must be either personally
delivered or sent by double registered mail to the address(es) set forth
above. A party may change the address set forth above by proper notice to
the other.
17. No Waiver
The failure of any party to insist upon the strict performance of a
covenant or obligation hereunder, irrespective of the length of time for
which such failure continues, shall not be a waiver of such party's right
to demand strict performance in the future. No consent or waiver, express
or implied, to or of any breach or default in the performance of any
covenant or obligation hereunder shall constitute a consent or waiver to of
any other breach or default in the performance of the same or of any other
obligation hereunder.
18. Assignment
This Agreement is personal in nature and may not be assigned by either
party hereto.
19. Enurement
This Agreement shall be binding upon and shall enure to the benefit of each
of the parties hereto and their respective employees and permitted
successors or assigns.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written.
Per:
-------------------------------------------------
