EXHIBIT 10.2
MANAGEMENT ADVISORY SERVICES AGREEMENT WITH
HEADLINE TECHNOLOGIES LTD. DATED
FEBRUARY 1, 2002
This MANAGEMENT ADVISORY SERVICES AGREEMENT is dated for reference as of
the 1st. day of February, 2002.
BETWEEN:
HEADLINE TECHNOLOGIES LTD., having its head office at
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(hereinafter called "HTL")
OF THE FIRST PART
AND:
CIROND NETWORKS INC., having its head office at 213 -
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(hereinafter called the "Company")
OF THE SECOND PART
WHEREAS HTL provides various consulting, administrative, management and
related services;
AND WHEREAS the Company wishes to engage HTL to provide the services
set out below;
NOW THEREFORE THE PARTIES HAVE AGREED and do hereby agree as follows:
1.0 SCOPE OF SERVICES
During the term of this Agreement, HTL will provide the services (the
"Services") described in Schedule "A" attached hereto.
2.0 FEES
The Company will pay to HTL a fee of US$10,000 per month.
3.0 EXPENSES
3.1 The Company will reimburse HTL for all reasonable and necessary expenses
incurred by HTL in performance of the Services. The Company will, at the request
of HTL, provide funds in advance for substantial disbursements.
3.2 Reasonable and necessary expenses will include, but are not limited to,
travel, telephone, facsimile, photocopying, postage, stationery, courier and
printing costs associated with the
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Services, and the cost of any independent legal, accounting, technical
consulting services obtain by HTL in connection with the provision of the
Services.
4.0 REPRESENTATIVES OF THE COMPANY
The Company will provide to HTL, for the term of this Agreement, the
director, a senior employee or officer of the Company designated in Schedule "A"
to provide HTL with any assistance required from the Company in performance of
the Services, each of whom will be authorized to act on behalf of the Company.
5.0 REPRESENTATIONS, WARRANTIES AND COVENANTS
5.1 The Company warrants and represents, which representations and
warranties will remain in full force and effect during the term of this
agreement, to HTL that:
(a) the Company and its subsidiaries, if any, are valid and
subsisting corporations duly incorporated and in good standing
under the laws of the jurisdictions in which they are
incorporated, continued or amalgamated; and
(b) the Company has all necessary corporate power and authority to
enter into this Agreement and to perform its obligations and
the execution and delivery of this Agreement by the Company and
the performance of its obligations has been authorized by all
necessary corporate action on the part of the Company.
6.0 HTL WARRANTS AND REPRESENTS TO THE COMPANY THAT:
(a) it is a valid and subsisting corporation under the laws of the
jurisdiction in which it was incorporated;
(b) it has all necessary corporate power and authority to enter into
this Agreement and to perform its obligations and the execution
and delivery of this Agreement by HTL and the performance of its
obligations has been authorized by all necessary corporate
action on the part of HTL; and
(c) it will comply with the requirements of all applicable corporate
and securities laws, in performing the Services.
7.0 INVOICING
7.1 HTL will deliver to the Company on or before the 15th day of each calendar
month, an invoice for the previous month (the "Invoice") setting out the fee
payable to HTL pursuant to paragraph 2.0 hereto, the expenses incurred by HTL in
that month, and attached to the Invoice will be a summary of expenses incurred.
7.2 The Invoice will be payable immediately upon receipt.
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8.0 TERM OF AGREEMENT
8.1 Subject to early termination as set out below, this Agreement will commence
on the date hereof for a term of one year, subject to either party's right to
terminate on three months' written notice to the other party. 8.2 On termination
of this Agreement, the Company will pay to HTL any fees and disbursements owing
to the date of termination and neither HTL nor the Company will have any further
rights or obligations under this Agreement other than pursuant to paragraph 10
which will survive the termination of this Agreement.
9.0 CONFIDENTIALITY
THC will use its best efforts to preserve and protect any confidential
information concerning the business and financial affairs of the Company or any
of its dealings, transactions or affairs which may be disclosed to HTL by the
employees, officers or agents of the Company during the term of this Agreement.
Without restricting the generality of the foregoing, HTL will not disclose any
of the aforesaid information to third parties without the prior written consent
of the Company, except that such consent will not be required where the
information is disclosed:
(a) to the employees, officers or agents of HTL to enable such
persons to assist HTL in providing the Services;
(b) to the employees, officers or agents of the Company or other
persons as the directors of the Company may designate;
(c) pursuant to any law, statute, regulation, ordinance or
administrative, regulatory or judicial order; or
(d) to any other person or party which HTL requires to assist in
providing the Services.
The above covenants as to confidentiality will not apply to any
information which:
(e) through no act or omission of HTL becomes generally known or
part of the public domain;
(f) is furnished to others by the Company without restriction or
disclosure; or
(g) is furnished to HTL by a third party.
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10.0 ACCESS TO MATERIAL FACTS
10.1 The Company will provide HTL with full access to material facts related to
the Company's corporate activities and financial position, and keep HTL advised
of current and impending corporate developments.
10.2 The Company will send to HTL, from time to time, as soon as available,
copies of all documents filed by the Company with securities commissions, stock
exchanges and other regulatory authorities including, without limitation, all
financial statements, press releases, material change reports, quarterly reports
and filing statements of the Company.
10.3 The Company will advise HTL immediately in writing of the full particulars
of any "material change", as such term is defined in the SECURITIES ACT (British
Columbia), in the affairs of the Company.
11.0 INDEMNIFICATION
The Company will indemnify and save HTL, its directors, employees,
officers, representatives and agents, harmless from and against all liability
including all actions, claims, damages, costs and legal fees which HTL may incur
or be a party to, arising out of actions taken or statements made by HTL at the
Company's request or based upon information supplied or approved by the Company.
12.0 AMENDMENT OF AGREEMENT
This Agreement may only be amended by written agreement between the
parties hereto.
13.0 GENERAL PROVISIONS
13.1 EXISTENCE OF CLAIM. The provisions of this Agreement will be enforceable
notwithstanding the existence of any claim or cause of action of the Company
against HTL whether predicated on this Agreement or otherwise.
13.2 GOVERNING LAW. This Agreement is and will be governed and construed in
accordance with the laws of the Province of British Columbia and the parties
hereto irrevocably attorn to the jurisdiction of the courts of the Province of
British Columbia.
13.3 ENTIRE AGREEMENT. This Agreement represents the entire understanding of
the parties with respect to the specific subject matter of this Agreement and
supersedes all previous understandings, written or oral, between the parties
with respect to the subject matter.
13.4 ASSIGNMENT. Neither party will assign its interest hereunder without the
express written consent of the other.
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13.5 RELATIONSHIP OF PARTIES. The legal relationship between the parties
hereto is that of independent contracting parties and is not and will not be
deemed to be any other form of legal relationship, including, without limiting
the generality of the foregoing, joint venture, partners or principal and agent.
13.6 TIME OF ESSENCE. Time will be of the essence of this Agreement.
13.7 HEADINGS. The headings used in this Agreement are for convenience of
reference only and do not form part of this Agreement and are not to be used in
the interpretation thereof.
13.8 SEVERABILITY. If any part of this Agreement is found to be void or
unenforceable in whole or in part, it will not be deemed to effect or impair the
validity of any other part of this Agreement which will continue in full force
and effect and be construed as if this Agreement had been executed without the
invalid part and it is hereby declared the intention of the parties that this
Agreement would have been executed without reference to any part which may, for
any reason, be determined to be void or unenforceable.
13.9 WAIVER. The failure of HTL to insist, in one or more instances, upon the
performance of any term or terms of this Agreement will not be construed as a
waiver by HTL to require such performance in the future, performance of any such
terms and the obligations of the Company will continue in full force and effect.
13.10 NOTICE. Any notice or any writing required or permitted to be given
hereunder will be sufficiently given if delivered personally or transmitted by
telecopier to the addresses or facsimile numbers of the parties set out below:
(a) If to HTL:
Headline Technologies Ltd.
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(b) If to the Company:
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax No.: (▇▇▇) ▇▇▇-▇▇▇▇
Such notice will be deemed to have been received, if received during
the normal business hours of the recipient on the date of delivery or
transmission. If such notice is received after the end of such normal business
hours, it will be deemed to have been received on the next business day
following the date of delivery or transmission. Any party may, from time to
time, by notice in writing, change its address for the purposes of this
paragraph.
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13.11 ENUREMENT. This Agreement will be binding upon and enure to the
benefit of the parties hereto and their respective successors and permitted
assigns.
IN WITNESS WHEREOF the parties have caused this Agreement to be
executed as of the day and year first above written.
HEADLINE TECHNOLOGIES LTD.. CIROND NETWORKS INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Authorized Signatory Authorized Signatory
:
SCHEDULE "A"
1.0 SCOPE OF SERVICES
HTL shall assist the Company to provide all business management and
executive services related to the role of the Chief Technology Officer of the
Company
2.0 REPRESENTATIVES OF COMPANY
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