EXHIBIT 10.1
CONSULTING AGREEMENT
THIS AGREEMENT made the First day of September, 1998.
BETWEEN:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, an individual residing in the city of Vancouver
in the Province of British Columbia.
(hereinafter referred to as the "Consultant")
--"and --
SPECTRUM VENTURES LTD., a corporation incorporated under the laws of
the State of Colorado and having its head office in Vancouver.
(hereinafter referred to as the "Corporation")
The Corporation is desirous of retaining the Consultant to provide
consulting services in connection with the Business of the Corporation;
The Consultant is desirous of providing such services to the Corporation, on
the terms and subject to the conditions herein set out;
In consideration of the respective covenants and agreements of the parties
contained herein, the sum of one dollar paid by each party to each other and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto), it is agreed as follows:
Retainer. The Corporation hereby agrees to retain the Consultant to provide the
Corporation with consulting services consisting of managerial Services, labor
negotiations, contract negotiations, financial Services, and such other
consulting Services as the Corporation and the Consultant may from time to time
agree upon, (the "Services") and the Consultant hereby agrees to provide such
Services to the Corporation.
Term of Agreement. This Agreement shall remain in full force and effect from
September 1,998 to December 31, 1999, subject to earlier termination as
hereinafter provided, with the said term being capable of extension by mutual
written agreement of the parties hereto.
Provision of Services. The Services to be provided hereunder to the Corporation
by the Consultant shall be provided by the Consultant. It is agreed and
acknowledged that the Consultant may provide services to other persons, firms
and corporations, provided that the Consultant shall at no time while this
agreement remains in force provide ongoing managerial services to any competitor
of the Corporation that is not an affiliate (for the purposes of this Agreement
"Affiliate" shall mean any person, firm or corporation that is affiliated with
the Corporation).
Board Policy and Instructions. The Consultant covenants with the Corporation
that he will act in accordance with any policy of and carry out all reasonable
instructions of the board of directors of the Corporation. The Consultant
acknowledges that such policies and instructions may limit, restrict or remove
any power or discretion which might otherwise have been exercised by the
Consultant.
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Remuneration. In consideration for the services rendered by the Consultant
hereunder, the Corporation shall pay to the Consultant consulting fees of two
thousand five hundred dollars ($2,500 US) per month.The Consulting fees shall be
paid on the last day of each month and the Corporation shall receive an invoice
from the Consultant prior to these dates.
Discretionary Bonus. A discretionary bonus payment shall be agreed to by the
Corporation and the Consultant no less than once per year and shall be paid by
the Corporation to the Consultant as additional consulting fees immediately
following their determination.
The Consultant shall be reimbursed from time to time for all out of pocket
expenses, including travel costs, actually and properly incurred by the
Consultant in connection with providing the Services hereunder. The Consultant
shall furnish statements and vouchers to the Corporation for all such expenses.
No Delegation of Services. The Consultant covenants and agrees with the
Corporation that it shall not delegate performance of the Services to anyone
without the prior written or verbal consent of the Corporation.
Provision of Amenities. The Corporation covenants and agrees with the Consultant
to provide, for the use of the Consultant, the following:
Office and Administrative Support - a reasonably furnished office,
administrative, and reception services at the offices of the Corporation.
The office shall have a minimum of three walls and include a computer
compliant to the Corporation system with provision for consistent software,
hardware, network, and utilities such as printer access (access to a color
capable printer is requested). A telephone system consistent with the
Corporation system and access to a facsimile machine will also be included.
Other Amenities - The Corporation agrees to provide, at no additional
charge to the Consultant, access to parking in the near vicinity of the
offices of the Corporation.
Confidential Information. The Consultant covenants and agrees that he shall not
disclose to anyone any confidential information with respect to the business or
affairs of the Corporation except as may be necessary or desirable to further
the business interests of the Corporation. This obligation shall survive the
expiry or termination of this Agreement.
Return of Property. Upon expiry or termination of this Agreement the Consultant
shall return to the Corporation any property, documentation, or confidential
information which is the property of the Corporation, unless it has previously
been agreed upon for other arrangements.
Promotion of Corporation's Interests. The Consultant shall and will faithfully
serve and use his best efforts to promote the interests of the corporation. The
Consultant shall not use any information he may acquire with respect to the
business and affairs of the Corporation or its affiliates for his own purposes
or for any purposes other than those of the Corporation or its affiliate
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Termination of Agreement. The Corporation may terminate this Agreement by giving
the Consultant thirty (30) days' written notice or in lieu of such written
notice by paying the Consultant a consulting fee equivalent to thirty (30) days
of consulting as determined pursuant to Section @.S hereof. The Consultant may
terminate this Agreement at any time by giving the Corporation thirty (30) days'
written notice. The obligations of the consultant under this Agreement shall
terminate upon the earlier of the Consultant ceasing to be retained by the
Corporation or the termination of this Agreement by the Corporation or the
Consultant.
Capacity of Consultant. It is acknowledged by the parties hereto that the
Consultant is being retained by the Corporation in the capacity of independent
contractor and not as an employee of the Corporation. The Consultant and
Corporation acknowledge and agree that this Agreement does not create a
partnership or joint venture between them.
Governing Law. The terms of this Agreement are governed by and construed in
accordance with the laws of the Province of British Columbia and the Federal
laws of Canada applicable therein and each of the parties hereto agrees
irrevocably to conform to the non-exclusive jurisdiction of the Courts of such
Province.
Notices. All notice, request, demands or other communications (collectively,
"Notices") by the terms hereof required or permitted to be given by one party
to any other party, or to any other person shall be given in writing by
personal delivery or by registered mail, postage prepaid, or by facsimile
transmission to such other party as follows:
a) To the Corporation at: attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Spectrum Ventures Ltd.
▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
b) To the Consultant at: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
or at such other address as may be given by such person to the other parties
hereto in writing from time to time.
All such Notices shall be deemed to have been received when delivered or
transmitted, or, if mailed, 48 hours after 1:01 a.m. on the day following the
day of the mailing thereof. If any Notice shall have been mailed and if regular
mail service shall be interrupted by strikes or other irregularities, such
Notice shall be deemed to have been received 18 hours after 12:01 a.m. on the
day day following the resumption of normal mail service, provided that during
the period that regular mail service shall be interrupted all Notices shall be
given by personal delivery or by facsimile transmission.
Language. The parties acknowledge that they have required this agreement to be
drawn in the English language.
Additional Conditions.'..,. The parties shall sign such further and other
documents, cause such meeting to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause to be done
and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this Agreement and every part thereof.
Counterparts. This agreement may be executed in several counterparts, each of
which so executed shall be deemed to be an original and such counterparts
together shall be but one and the same instrument.
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Severability. If any Article, Section or any portion of any Section of this
Agreement is determined to be unenforceable or invalid for any reason whatsoever
that unenforceability or invalidity shall not affect the enforceability or
validity of the remaining portions of this Agreement and such unenforceable or
invalid Article, Section or portion thereof shall be severed from the remainder
of this Agreement.
Time of the Essence. Time shall be of the essence of this Agreement and of every
part here of and no extension or variation of this Agreement shall operate as a
waiver of this provision.
Amendments. No modification, amendment or variation hereof shall be of effect or
binding upon the parties hereto unless agreed to in writing by each of them and
thereafter such modification, amendment or variation shall have the same effect
as if it had originally formed part of this Agreement.
Entire Agreement. This Agreement constitutes the entire Agreement between the
parties with respect to all of the matters herein and its execution has not been
induced by, nor do any of the parties rely upon or regard as material, any
representations or writings whatever not incorporated herein and made a part
hereof and may not be amended or modified in any respect except by written
instrument signed by the parties hereto. Any schedules referred to herein are
incorporated herein by reference and form part of the Agreement.
Enurement. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and their respective legal personal representatives, heirs,
executors administrators or successors.
Assignment. This Agreement is personal to the Consultant and may not be
assigned by the Consultant.
Currency. Unless otherwise provided for herein, all monetary amounts referred
to herein shall refer to the lawful money of Canada.
Transmission by Facsimile. The parties hereto agree that this Agreement may be
transmitted by facsimile or such similar device and that the reproduction of
signature by facsimile or such similar device will be treated as binding as if
originals and each party hereto undertakes to provide each and every other part
hereto with a copy of the Agreement bearing original signatures forthwith upon
demand.
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IN WITNESS WHEREOF the parties have duly executed this Consulting Agreement this
First day of September , 1998.
SIGNED,
SEALED AND DELIVERED
WITNESS ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
WITNESS Spectrum Ventures Ltd.