EXHIBIT 10 (yy)
436
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TIREX AMERICA INC.
EUROPEAN MARKET DEVELOPMENT
CONSULTING AGREEMENT
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Consulting Agreement, executed this 29th day of May, 1997 to be effective
as of January 15, 1997 between Tirex America Inc., a Delaware corporation (the
"Corporation") with offices located at ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇*▇, ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ (the "Consultant").
Whereas, the Consultant has expertise and substantial business and
marketing experience and contacts in Spain, Portugal, and other parts of Europe
as well as in India, which can be important to the Corporation.
Whereas, the Corporation wishes to assure itself of the consulting
services of the Consultant for the period provided in this Agreement, and the
Consultant is willing to provide such services to the Corporation for the said
period under the terms and conditions hereinafter provided.
Now, Therefore, Witnesseth, that for and in consideration of the premises
and of the mutual promises and covenants herein contained, the parties hereto
agree as follows:
1. Employment
The Corporation agrees to and does hereby engage the Consultant, and the
Consultant agrees to and does hereby accept engagement by the Corporation as
European Market Development Consultant to the Corporation for the two-year
period commencing as of January 15, 1997 and ending on December 31, 1998 (the
"Engagement Period").
2. Consulting Services
The services to be rendered by the Consultant shall consist of advice and
opinions to the Corporation concerning, and the undertaking and effectuation of
activities necessary to establish and develop in Europe and in India, markets
for the TCS-1 System and for the rubber crumb which will be produced by the
operation of the TCS-1 System and the immediate preparation of market
development studies for the Iberian Peninsular and India. All such services are
to be performed only upon direct authorization from the Corporation and may be
performed by the Consultant directly or indirectly through GAPCO, SI, a market
research firm controlled by the Consultant ("GAPCO"). The Consultant shall have
the sole discretion as to the form, manner,
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and place in which the said consulting services shall be rendered. The
Consultant shall not, by this agreement, be prevented or barred from rendering
services of the same or similar nature, as herein described, or services of any
nature whatsoever, for or in behalf of persons, firms or corporations other than
the Corporation.
3. Compensation
For all services to be rendered hereunder by the Consultant during the
Engagement Period, the Consultant shall receive the following compensation:
(a) an annual salary of $75,000 (Canadian), commencing as of July 1,
1997;
(b) an expense allowance for the entire term of this Consulting
Agreement of up to $115,000 (Canadian);
(c) upon completion and delivery by GAPCO of a market development study
for the Iberian Peninsular, receipt of which is hereby acknowledged,
$40,000 (Canadian), which may be paid by the Company in cash or in
unregistered common stock of the Company, at a value of $.17 per
share, or a combination thereof.
(d) upon completion and delivery by GAPCO of a market development study
for the India Peninsular, receipt of which is hereby acknowledged,
$40,000 (Canadian), which may be paid by the Company in cash or in
unregistered common stock of the Company, at a value of $.17 per
share, or a combination thereof.
4. Secrets
The Consultant agrees that any trade secrets or any other like information
of value relating to the business and/or field of interest of the Corporation or
any of its affiliates, or of any corporation or other legal entity in which the
Corporation or any of its affiliates has an ownership interest of more than
twenty-five per cent (25%), including but not limited to, information relating
to inventions, disclosures, processes, systems, methods, formulae, patents,
patent applications, machinery, materials, research activities and plans, costs
of production, contract forms, prices, volume of sales, promotional methods,
list of names or classes of customers, which he has heretofore acquired during
his engagement by the Corporation or any of its affiliates or which he may
hereafter acquire during the Engagement Period and the three-year period
beginning after termination of the Engagement Period as the result of any
disclosures to him, or in any other way, shall be regarded as held by the
Consultant and his personnel, if any, in a fiduciary capacity solely for the
benefit of the Corporation, its successors or assigns, and shall not at any
time, either during the term of this Agreement or thereafter, be disclosed,
divulged, furnished, or made accessible by the Consultant and his personnel, if
any, to anyone, or be otherwise used by them, except in the regular course of
business of the Corporation or its affiliates. Information shall for the
purposes of this Agreement be considered to be secret if not known by the trade
generally, even though such information may have been disclosed to one or more
third parties pursuant to distribution agreements, joint venture agreements and
other agreements entered into by the Corporation or any of its affiliates.
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5. Non-Competition
During the 2 years following the termination of this Agreement, the
Consultant will not provide consulting services either as a consultant or as an
employee, either directly or otherwise to any business which is, or is preparing
or intending to be, in competition with the Corporation or to any business if
the provision of such consulting services would constitute or result in a
conflict of interest on the part of the Consultant with respect to his duties
and obligations hereunder.
6. Assignment
6.1 This Agreement may be assigned by the Corporation as part of the sale
of substantially all of its business; provided, however, that the purchaser
shall expressly assume all obligations of the Corporation under this Agreement.
Further, this Agreement may be assigned by the Corporation to an affiliate,
provided that any such affiliate shall expressly assume all obligations of the
Corporation under this Agreement, and provided further that the Corporation
shall then fully guarantee the performance of the Agreement by such affiliate.
the Consultant agrees that if this Agreement is so assigned, all the terms and
conditions of this Agreement shall obtain between such assignee and himself with
the same force and effect as if said Agreement had been made with such assignee
in the first instance.
6.2 This Agreement is personal to the Consultant and may not be assigned
by him.
7. Entire Understanding
This Agreement contains the entire understanding between the parties and
supersedes all prior and collateral communications, reports, agreements, and
understandings between the parties. No change, modification, alteration, or
addition to any provision hereof shall be binding unless in writing and signed
by authorized representatives of both parties. This Agreement shall apply in
lieu of and notwithstanding any specific statement associated with any
particular information or data exchanged, and the duties of the parties shall be
determined exclusively by the aforementioned terms and conditions.
Notwithstanding the foregoing, the parties agree that certain provisions of this
Agreement may be changed or amended for the purpose of accommodating tax
considerations of the parties without affecting the basic terms and conditions
of this Agreement.
8. Survival of Certain Agreements
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The covenants and agreements set forth in Articles 4 and 5, hereof, shall
survive the expiration of the Engagement Period and shall survive termination of
this Agreement and remain in full force and effect.
9. Notices
9.1 All notices required or permitted to be given hereunder shall be
delivered by hand, certified mail, or recognized overnight courier, in all cases
with written proof of receipt required, addressed to the parties as set forth
below and shall be deemed given upon receipt as evidenced by written and dated
receipt of the receiving party.
9.2 Any notice to the Corporation or to any assignee of the Corporation
shall be addressed as follows:
Tirex America Inc.
3767 Thimens, Suite ▇▇▇
▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
9.3 Any notice to the Consultant shall be addressed as follows:
▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇
Gran ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
9.4 Either party may change the address to which notice to it is to be
addressed, by notice as provided herein.
10. Applicable Law
This Agreement shall be interpreted and enforced in accordance with the
laws of the State of Delaware.
11. Interpretation
Whenever possible, each Article of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
Article is unenforceable or invalid under such law, such Article shall be
ineffective only to the extent of such unenforceability or invalidity, and the
remainder of such Article and the balance of this Agreement shall in such event
continue to be binding and in full force and effect.
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11. Prior Agreements
This Agreement supersedes and cancels any and all prior agreements,
whether written or oral, between the parties.
In Witness Whereof, the parties hereto have executed the above Agreement
as of the day and year first above written.
Tirex America Inc.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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