Consultant Agreement CONSULTANT AGREEMENT
Exhibit 10.10
This Consultant Agreement dated as of the 18th day of January, 2018,
BETWEEN:
sustainable projects group inc., a company duly incorporated under the laws of the State of Nevada, having its executive office located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇
(the “Company”)
AND:
Amixca AG, a company incorporated under the laws of Switzerland and having an office located at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(the “Consultant”)
WITNESSES THAT WHEREAS:
A. the Company requires financial consulting services to build the value of the Company for the benefit of its shareholders;
B. the Consultant is instrumental to the growth and development of the Company;
C. in order to ensure the continual growth and success of the Company, the Board of Directors resolved to retain the Consultant to provide certain consultant services (as defined below) on the terms and conditions hereinafter set forth and to appoint the Consultant as a consultant to the Company;
D. the Consultant has agreed to accept such an appointment and to be retained as a consultant upon the terms and conditions as herein set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and agreements contained in this agreement, the parties covenant and agree with each other as follows:
1. Consultant’s Duties and Obligations
1.1 The Company appoints and retains the Consultant as a consultant to provide to the Company the Services (as defined below) contemplated by this agreement, and the Consultant agrees to accept the appointment of consultant contemplated by this agreement and to provide the Services to the Company upon the terms and conditions contained in this agreement and for the consideration provided for in this agreement.
1.2 The Consultant will faithfully, honestly and diligently provide management consulting services as reasonably required by the Company from time to time in consideration of which the Company will pay a consulting fee of $190,000.00 to the Consultant. The Company paid the consultant fee on July 18, 2017 and the Consultant acknowledges receipt of such payment.
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1.3 The Consultant will perform the Services through ▇▇. ▇▇▇ ▇▇▇▇▇▇▇▇ and the Consultant will not provide the Services through any of its personnel other than ▇▇. ▇▇▇▇▇▇▇▇ without the written consent of the Company.
1.4 During the term of this agreement, the Consultant will faithfully, honestly and diligently provide consulting services as reasonably required by the Company from time to time including, but not limited to:
| (a) | consulting services related to brand awareness and other marketing service matters upon the request of the Company, and make available qualified personnel for these services and devote such business time and attention as the Consultant shall determine is required; | |
| (b) | general promotional activities for the Company’s business; | |
| (c) | assessing and reporting on potential projects, including, without limitation, for projects; | |
| (d) | assisting the Company in marketing for the development and maintenance of new and existing Projects; | |
| (e) | keeping a true record and account of all professional appointments made, all clients attended upon, all services rendered, and all other business conducted by the Consultant on behalf of the Company; and | |
| (f) | promptly submitting such forms, invoices, bills and other documents as are required to obtain payment for services rendered on behalf of the Company; |
(collectively, the “Services”).
1.5 In providing the Services under this agreement, the Consultant will report when requested to the Company’s CEO and will receive instructions from the CEO. The Consultant will adhere to all reasonable policies, rules, directives, systems and procedures of the Company that will be in force from time to time.
2. Term
2.1 The Company agrees to retain the Consultant and the Consultant agrees to be retained by the Company for 36 months commencing February 1, 2018 and ending January 31, 2021 (the “Term”).
2.2 It is understood and agreed that, upon the expiration of the Term, the Consultant’s engagement by the Company will thereafter continue from month to month. Unless or until a new consultant agreement is entered into at that time, either party may terminate this agreement as per the terms and conditions set out in Section 4.2 hereof.
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3. Reimbursement for Expenses
3.1 The Company will reimburse the Consultant for all reasonable expenses actually and properly incurred by the Consultant in connection with taking up and performing the Services, provided that the Company will have approved all such expenses in writing prior to being incurred. The Company will make all payments or reimbursements for expenses immediately upon submission by the Consultant of vouchers, bills, or receipts for such expenses.
4. Termination of Agreement
4.1 If the Consultant:
| (a) | materially breaches any term or condition of this agreement, including, without limitation, failing to provide the Services in accordance with the terms and conditions of this agreement; | |
| (b) | is guilty of dishonesty or theft of any property, including any property belonging to the Company, any consultant of the Company, any employee of the Company, or any client of the Company; | |
| (c) | is guilty of conduct that is viewed by the Company (acting reasonably and in good faith) as detrimental to the business of the Company; | |
| (d) | fails to account for and pay to the Company all monies that come into his possession as a result of his activities as a Consultant of the Company; or | |
| (e) | falsifies any document of the Company, including, but not limited to, expense claims or invoices, or gives any false or misleading information during the term of this agreement; |
then, and not otherwise, the Company may terminate this agreement and the appointment of the Consultant without the notice provided for in Section 4.2 hereof.
4.2 The Company or the Consultant may terminate this agreement by giving to the other party two weeks’ written notice of termination, and upon the expiration of such period, the appointment of the Consultant will be terminated accordingly.
4.3 If either party terminates this agreement, the Consultant will meet with the Company’s representatives. At the meeting the Consultant will deliver to the Company all of the documents in the Consultant’s possession, including all notes, graphs, data, publications, and other materials obtained or produced by the Consultant during the term of this agreement.
5. Confidentiality Information
5.1 The Consultant will at no time and in no manner, regardless of the reason therefor, disclose to any person or use for personal gain, any confidential or secret information of the Company for his own benefit or to the detriment of the Company.
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6. Further Assurances
6.1 Each of the parties will from time to time and at all times do all such further acts and execute and deliver all such further deeds and documents as will be reasonably required in order to fully perform and carry out the terms of this agreement.
7. Time of the Essence
7.1 Time will be of the essence in the performance of this agreement.
8. Enurement
8.1 This agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
9. Severability
9.1 If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provisions will not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
10. Notices
10.1 Each notice, demand or other communication required or permitted to be given under this agreement will be in writing and will be delivered to such party, at the address for such party specified above. The date of receipt of such notice, demand or other communication will be the date of delivery.
10.2 The parties may at any time and from time to time notify the other party in writing of a new address to which notice will be given to it thereafter until further change.
11. Entire Agreement
11.1 This agreement will supersede and replace any other agreement or arrangement, whether oral or written, heretofore existing between the parties in respect of the subject matter of this Agreement.
12. Governing Law
12.1 This Agreement and all provisions hereof will be governed by and construed in accordance with the laws of the State of Nevada.
13. Waivers
13.1 No consent or waiver expressed or implied by any party in respect of any breach or default by any other party will be deemed or construed to be a consent to or a waiver of any other breach or default whatsoever.
14. Counterparts
14.1 This agreement may be executed in one or more counterparts, each of which when so executed will be deemed an original, and such counterparts together will constitute one in the same instrument.
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IN WITNESS WHEREOF this Agreement was executed by the parties hereto as of the day and year first above written.
| The corporate seal of Sustainable | ) | |
| Projects Group Inc. was affixed | ) | |
| hereunto in the presence of: | ) | |
| ) | ( S E A L ) | |
| /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ) | |
| CEO: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ) |
| The corporate seal of | ) | |
| Amixca AG was affixed | ) | |
| hereunto in the presence of: | ) | |
| ) | ( S E A L ) | |
| /s/ ▇▇▇ ▇▇▇▇▇▇▇▇ | ) | |
| CEO: ▇▇▇ ▇▇▇▇▇▇▇▇ | ) |