CONSULTING AGREEMENT
--------------------
THIS CONSULTING AGREEMENT ("AGREEMENT") is made and entered into as of
October 1, 1999 between VentureTech, Inc. ["VentureTech'], an Idaho
corporation with its principal offices located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and Art
▇▇▇▇▇▇▇▇▇.[Consultant"], of ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇ acting individually.
The parties recite that:
(i) VentureTech is a high technology investment and finance company that
licenses or otherwise acquires leading edge technologies for emerging or
developing business opportunities.
(ii) VentureTech desires to secure the services of the Consultant and the
Consultant desires to perform such services for VentureTech on the terms an
conditions as hereinafter set forth.
ARTICLE 1
RETENTION AS CONSULTANT
-----------------------
VentureTech hereby agrees to retain the Consultant for services with
VentureTech, subject to the terms, conditions and provisions of this
Agreement. The Consultant hereby accepts such offer and agrees to
render such services as provided herein, all of which services shall be
performed conscientiously and to the full extent of the Consultant's
ability. The Consultant shall be deemed to be an independent
contractor. The Consultant understands and agrees that as an
independent contractor he does not have any authority to sign
contracts, notes, obligations, to make any material purchases or to
acquire or dispose of any property on behalf of VentureTech unless
otherwise directed in writing by the President, Director or the Chief
Financial Officer.
ARTICLE 1I
TERM PROVISIONS
---------------
2.1 Term Period: The consulting term shall begin on October 1, 1999 and
shall terminate on the date on which the first of the following events
occur:
(i) The death or disability of the Consultant;
(ii) The termination of the Consultant's services, as provided in
Article VII of this agreement;
(iii) The liquidation of VentureTech or other such action whereby
VentureTech ceases to conduct business as an viable on-going concern or
(iv) October 1, 2000
For the period 10/1/99 to 10/31/99, the Consultant shall provide
sufficient hours [generally equivalent to the monthly hours provided
during prior employment] to accommodate the various tasks and
assignments reasonably assigned to Consultant. After 10/31/99, the
Consultant shall provide such hours as required and as the parties deem
mutually acceptable. There is no amount of hours guaranteed under this
Agreement.
The provisions of this Agreement shall remain in full force and effect
during the term of this Agreement, except that the provisions of
Article IV shall continue to be enforceable as specified therein after
the termination of the Consultant's employment hereunder.
1
ARTICLE III
SERVICES RENDERED
-----------------
3.1 Services Rendered. VentureTech hereby agrees to retain the services
of the Consultant, and the Consultant hereby agrees to accept such
offer to use consulting services by VentureTech on the terms and
conditions set forth herein.
The Consultant shall serve as an advisor on all corporate matters
related to the operation and financial stability of the company's
businesses and any other duties reasonably assigned to Consultant from
time to time by the Chief Financial Officer, President or Directors of
VentureTech. A more definitive list of tasks assigned to Consultant
shall include, but not be limited to those assignments listed in
Attachment A.
Consultant shall provide its own work environment in which to
perform these services. VentureTech shall provide certain
computer-related equipment in support of Consultant's activities.
ARTICLE IV
EXCLUSIVITY PROVISIONS
----------------------
4.1 Exclusivity. The Consultant hereby represents and warrants that the
execution and performance of this Agreement will not result in, or
constitute a default, breach, violation, or an event which, with notice
or lapse of time or both, would be a default breach or violation of any
standing agreement or commitment, written or oral, expressed or
implied, to which the Consultant is a party or over which the
Consultant is bound.
ARTICLE V
COMPENSATION FOR SERVICES RENDERED
----------------------------------
As full consideration for all services to be provided by the Consultant
pursuant hereto, and for all rights herein granted by the Consultant to
VentureTech, and provided that the Consultant has kept and performed
all of his obligations hereunder, VentureTech shall provide the
following compensation for the services hereunder:
5.1 Compensation. For the period 10/1/99 through 10/31/99, the
Consultant shall receive cash compensation of six thousand, seven
hundred and seven dollars ($ 6,707.00 US), payable in two installments,
which is equivalent to the monthly compensation and reimbursement made
to Consultant during his prior employment with the company. After
10/31/99, the Consultant shall be paid fifty dollars ($50.00 US) per
hour for all consulting work performed during the term of this
Agreement. Such resulting amounts will be paid to the Consultant on a
semi-monthly basis, but will be paid only upon submission of an invoice
or other approved document. No other personal benefits, health or
otherwise, shall be paid to Consultant in addition to the above
compensation.
5.2 Taxes. The Consultant is solely responsible for all tax
considerations arising out of the compensation paid under this
Agreement.
ARTICLE VI
OTHER REIMBURSEMENT
-------------------
6.1 Reimbursement of Other Expenses. VentureTech agrees to promptly
reimburse or pay the Consultant or pay directly for the following types of
expenses, to the extent reasonably incurred by the Consultant in performing
services for VentureTech pursuant to the terms of this Agreement:
1 Telephone and periodic administrative expenses necessary to
Consultant's performance of this Agreement,
2 Actual expenses incurred in travel necessary to performance of this
Agreement, including "out of the ordinary" automobile expenses in
accordance with the IRS' current standard for automobile expense
reimbursement;
3 Cost of supplies and materials required specifically for
VentureTech's benefit, such as copies of related documents, media
periodicals and miscellaneous office supplies necessary to Consultant's
performance of this Agreement; and
2
4 Such other expenses as to which VentureTech may give its prior
written consent. Before VentureTech is obligated to pay for such
expenses, a receipt or other documentation that is acceptable to
VentureTech's financial department must be presented along with an
itemized expense listing.
ARTICLE VII
TERMINATION OF CONSULTING SERVICES
----------------------------------
7.1 Termination of Services. The consulting contract may be terminated
if the Consultant fails to diligently and faithfully perform the
services enumerated in Article III of this agreement. The consulting
contract may be terminated if VentureTech no longer has a requirement
for consulting work of the type provided by the Consultant. The
consulting contract may also be terminated if the Consultant fails to
perform the services in a timely and expeditious manner, or if in
VentureTech's determination, the quality of work or the results
therefrom is not at an adequate level to warrant the continued of use
of the Consultant's services. In the event of termination for cause, no
prior notice is required. Notwithstanding the foregoing, either party
may terminate this Agreement by giving seven (7) day's written notice
to the other party.
ARTICLE VIII
REMEDIES FOR BREACH
-------------------
8.1 Specific Performance/Remedy. The parties hereto agree that the
services to be rendered by the Consultant pursuant to this Agreement,
and the rights and privileges granted to VentureTech by the Consultant
pursuant to this Agreement are of a special, unique, extraordinary and
intellectual character, which gives them peculiar value, the loss of
which cannot be reasonably or adequately compensated in damages in any
action at law, and that a breach by the Consultant of any of the terms
of this Agreement will cause VentureTech grave and irreparable injury
and damage. The Consultant hereby expressly agrees that VentureTech
shall be entitled to the remedies of injunction, specific performance
and other equitable relief to prevent a breach of this Agreement by the
Consultant. This provision shall not, however, be construed as a waiver
of any of the rights which VentureTech may have for damages, or
otherwise.
8.2 Waiver of Breach. The failure of either party to require the
performance of any term or condition of the agreement, or the waiver by
either party of any breach of the agreement shall not prevent a
subsequent enforcement of any such term or of any other term nor be
deemed to be a waiver of any subsequent breach.
If VentureTech breaches any provision of this agreement, the Consultant
shall not be deemed to waive any rights attributable to such a breach
unless the Consultant executes a written waiver.
If the Consultant breaches any provision of this agreement, VentureTech
shall not be deemed to waive any of its rights attributable to such
breach unless it executes a written waiver.
ARTICLE IX
CONFIDENTIALITY
---------------
9.1 Confidential Information. The Consultant agrees that for and during
the entire term of his engagement and for as long as such information
remains confidential, proprietary or trade secret information, the
Consultant will not at any time in any form or manner, directly or
indirectly, divulge, disclose or communicate to any person, firm or
corporation any confidential, proprietary or trade secret information.
Furthermore, the Consultant agrees to take adequate precautions and to
follow VentureTech policy in regard to protection of all trade secrets
and proprietary information, including, but not limited to, proper
secure storage of such information, and obtaining nondisclosure
agreements or the equivalent before releasing or divulging such
information.
Confidential, proprietary or trade secret information shall include,
but not be limited to, the following types of material information,
both existing and contemplated, regarding VentureTech or any of its
affiliates: the business plan, customer lists, contact lists, corporate
information, including contractual licensing arrangements, plans,
strategies, tactics, policies, resolutions, patents, trade ▇▇▇▇ and
trade name applications, and any litigation or negotiations; marketing
information, including sales or product plans, strategies, tactics,
methods, customers, prospects, or market research data; financial
information, including cost and performance data, debt arrangement,
3
equity structure, investors, and holdings; operational and scientific
information, including trade secrets; technical information, including
technical drawings and designs; and personal information, including
personnel or member lists, resumes, personal data, organizational
structure and performance evaluations.
The Consultant agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, program listings, or other written,
photographic, or other tangible material containing proprietary
information, whether created by the VentureTech is custody or
possession, shall be and are the exclusive property of VentureTech to
be used by the Consultant only in the performance of his duties for
VentureTech.
The Consultant agrees that his obligation not to disclose or use
information, know-how and records of the types set forth in the
paragraphs above, also extends to such types of information, know-how,
records and tangible property of customers of VentureTech or suppliers
to VentureTech or other third parties who may have disclosed or
entrusted the same to VentureTech or to the Consultant in the course of
VentureTech's business.
ARTICLE X
NON-COMPETITION
---------------
This clause shall not apply to this Agreement.
ARTICLE XI
PROPERTY RIGHTS
---------------
11.1 Disclosure. The Consultant will make full and prompt disclosure to
VentureTech of all methods, works of authorship, business plans,
studies and reports, whether copyrightable or not, which are created,
made, conceived or reduced to practice by the Consultant or under his
direction or jointly with others while he is rendering consulting
services to VentureTech, whether or not during normal working hours or
on the premises of VentureTech (all of which are collectively referred
to in this Agreement as developments.
11.2 Intellectual Property. The Consultant agrees to assign and does
hereby assign to VentureTech (or any person or entity designated by
VentureTech) all his right, title and interest in and to all
developments that are created individually or are of a collective
nature using other employees or consultants, and are funded by
VentureTech as part of the consulting services thereby rendered, and
all related patents, copyrights and copyright applications.
11.3 Cooperation. The Consultant agrees to cooperate fully with
VentureTech, both during and after his rendering of consulting services
to VentureTech, with respect to the procurement, maintenance and
enforcement of copyrights and patents (both United States and foreign
countries) relating to developments. The Consultant shall sign all
papers, including, without limitation, patent and copyright
applications, declarations, oaths, formal assignments, assignment of
priority rights, and powers of attorney, which VentureTech may deem
necessary or desirable in order to protect its rights and interests in
any development.
11.4 Return of Property. Upon termination of this agreement, regardless
of how termination may be effected, the Consultant shall immediately
turn over to VentureTech all of VentureTech's property, including all
items used by Consultant in rendering services hereunder or otherwise,
that may be in the Consultant's possession or under his control.
11.5 Other Agreements. The Consultant hereby represents that he is not
bound by the terms of any agreement with any previous employer or other
party to refrain from using or disclosing any trade secret or
confidential or proprietary information in the course of his engagement
with VentureTech or to refrain from competing directly, or indirectly,
with the business of such previous employer or any other party. The
Consultant further represents that his performance of all the terms of
this agreement and as an Consultant of VentureTech does not, and will
not, breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by him in confidence or in
trust prior to his employment with VentureTech.
4
GENERAL PROVISIONS
------------------
ARTICLE XII
GOVERNING LAW
-------------
12.1 Domicile. This agreement is made and entered into in the province
of British Columbia, and the laws of B.C., Canada shall govern its
validity and interpretation and the performance by the parties hereto
of their respective duties and obligations hereunder without regard to
the principles of conflict of laws.
ARTICLE XIII
AMENDMENTS
----------
13.1 Assignment. This Agreement may be assigned to a new entity at the
sole discretion of VentureTech if such an entity agrees to assume all
rights and obligations enumerated in this Agreement.
13.2 Severability. In case any provision of this agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected
or impaired thereby.
13.3 Successors and Assigns. This agreement shall be binding upon and
inure to the benefit of both parties and their respective successors
and assigns, including any corporation with which, or into which,
VentureTech may be merged or which may succeed to its assets or
business, provided, however, that the obligations of the Consultant are
personal and shall not be assigned by him.
13.4 Notices. All notices required, or permitted, under this agreement
shall be in writing and shall be deemed effective upon personal
delivery or after 5 days upon deposit in the United States or Canadian
Post Office, by registered or certified mail, postage prepaid,
addressed to the other party at the address shown above, or at such
other address or addresses as either party shall designate to the other
in accordance with this section.
ARTICLE XIV
ENTIRE AGREEMENT
----------------
14.1 Entire Agreement. This Agreement supersedes and nullifies all
prior agreements between the parties concerning the subject matter
hereof and this agreement constitutes the entire agreement between the
parties with respect thereto. This Agreement may be modified only by
written instrument, duly executed by each of the parties, or their
respective agents. No person has any authority to make any
representation or promise on behalf of any of the parties not set forth
herein and this agreement has not been executed in reliance upon any
representation or promise except those contained herein. No waiver by
any party or any breach of this agreement shall be deemed to be a
waiver of any preceding or succeeding breach.
ARTICLE XV
ARBITRATION
-----------
15.1 Arbitration. Any controversy or claim arising out of or relating
to this agreement or breach thereof, shall be settled by arbitration in
accordance with the voluntary labor arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. In
reaching his or her decision, the arbitrator shall have no authority to
change or modify any provision of this agreement. Any arbitration
proceedings shall be conducted in Vancouver, B.C.
IN WITNESS WHEREOF the parties hereto have executed this agreement as
of the day and year set forth above.
For: Consultant For: VentureTech, Inc.
------------------------------ --------------------------------
Art ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, CFO
Date: Date:
5