EXHIBIT 10.21
CONSULTING AGREEMENT
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THIS AGREEMENT is made and dated for reference the first day of April, 2000.
DYNAMOTIVE TECHNOLOGIES CORPORATION
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0000 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND
CANTAI PROPERTY LTD.
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0000 Xxxx 00xx. Xxxxxx,
Xxxxxxxxx, XX X0X 0X0
(the "Consultant")
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which each
party acknowledges, the parties hereto agree as follows:
PART 1
APPOINTMENT
1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, to act as Chairman and Vice-President, Asia ("Appointment") of the
Company upon the terms and conditions of this Agreement and the Consultant
agrees to diligently and faithfully carry out and perform its duties and
obligations described in this Agreement.
PART 2
TERM OF AGREEMENT
2.01 This Agreement shall commence on the date first appearing in this Agreement
and shall continue for two years ending on March 31, 2002
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PART 3
NO AGENCY
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3.01 Except as specifically provided in this Agreement or authorized by the
Company in writing, the Consultant shall not be deemed to be the agent of the
Company and shall not be authorized or entitled to contract on behalf of or bind
the Company in any dealings with third parties with the exception that as
Chairman and Vice-President, Asia, the Consultant may enter into contracts or
bind the Company within the authority granted to the Chairman and
Vice-President, Asia by the Board of Directors of the Company, from time to
time.
PART 4
DUTIES OF THE CONSULTANT
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4.01 In consideration of the Consulting Fee, the Consultant agrees to carry out
and perform the duties and responsibilities in respect to the Appointment that
would normally be expected in an organization of the size and nature of the
Company and such other services as the Company may from time to time require in
connection with the services named herein.
PART 5
CONSULTING FEE
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5.01 In consideration of the performance by the Consultant of its obligations
under this Agreement, the Company shall pay to the Consultant a consulting fee
of $16,666.66 per month ("Base Consulting Fee"), payable on the last working day
of each month and commencing on the date of this Agreement, provided however
that the amount payable hereunder may be changed by mutual consent of the
parties. A bonus of up to 20% of the Base Consulting Fee will be paid to the
Consultant provided certain objectives are accomplished; such objectives will be
agreed from time to time by the parties hereto.
PART 6
EXPENSES AND DISBURSEMENTS
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6.01 In addition to the Consulting Fee the Company shall pay to the Consultant
within thirty (30) days after receipt by the Company of invoices therefor, the
full amount of all reasonable expenses, disbursements and out-of-pocket costs
incurred by the Consultant on behalf of the Company in performing its duties
under this Agreement.
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PART 7
INDEPENDENT CONTRACTOR
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7.01 Nothing in this Agreement shall create an employment relationship between
the Company and the Consultant and it is hereby understood and agreed that the
Consultant is and will at all times be an independent contractor in respect to
this Agreement.
PART 8
XXXXXXX X. X. XXX
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8.01 It is understood and agreed that the Company has entered into this
Agreement with assurances and representations of the Consultant that the
particular talents of Xxxxxxx X. X. Xxx will be available to the Company on a
half-time basis. In the event that Xx. Xxx shall become physically or mentally
incapacitated for any reason whatsoever, shall leave the employ of or sell his
interest in or resign his position with the Consultant, then the Company shall
have the right to forthwith terminate this Agreement upon (30) days notice in
writing to the Consultant.
PART 9
CONFIDENTIALITY
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9.01 The Consultant shall not, either during the term of its appointment or at
any time thereafter, disclose to any person, firm or corporation any information
concerning the business or affairs of the Company which the Consultant may have
acquired in the course of or incidental to its Appointment hereunder or
otherwise, whether for its own benefit, or to the detriment, or intended or
probable detriment, of the Company.
PART 10
TERMINATION
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10.01 Either party may give six months written notice of intention to terminate
this Agreement, which shall terminate accordingly.
PART 11
NO FURTHER OBLIGATION
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11.01 Notwithstanding this Agreement and subject to sections 8.01 and 9.01,
either party shall be free to develop other business opportunities and
technology on its own or with other groups, partners, associates and
consultants, without obligation to include the other party in such technology
and projects.
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PART 12
TERMINATION UPON DEFAULT
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12.01 In addition to Parts 8, 9 and 10 the Company shall be entitled to
terminate this Agreement upon ten (10) days notice in writing to the Consultant
in the event that any of the following events of default have occurred:
(a) the Consultant shall be in default in the observance or
performance of any term or condition of this Agreement
required to be done, observed or performed by the Consultant
and the default continues for a period of thirty (30) days
following receipt of written notice of such default from the
Company;
(b) an order shall be made or resolution passed or petition filed
for the winding-up of the Consultant; and
(c) the Consultant shall commit or threaten to commit any act of
bankruptcy or shall become insolvent or shall make an
assignment or proposal under the Bankruptcy Act or a general
assignment in favour of its creditors, or if a bankruptcy
petition shall be filed or presented against the
Consultant.
PART 13
NOTICE
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13.01 Any notice required to be given hereunder by any party shall be given or
made in writing and either delivered personally or sent by registered mail,
postage prepaid, addressed to the Company at:
000-0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
or addressed to the Consultant at:
0000 XXXX 00XX. XXXXXX,
Xxxxxxxxx, X.X. X0X 0X0
or to such other address at which any of the parties hereto may from time to
time notify the others in writing. The time of giving or making such notice
shall be, if delivered, when delivered, and if mailed, then on the fifth (5th)
business day after the day of mailing thereof.
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PART 14
HEADINGS
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14.01 The headings of this Agreement are inserted for convenience only and shall
not affect the construction of this Agreement.
PART 15
TIME OF ESSENCE
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15.01 Time shall be of the essence of this Agreement.
PART 16
ENUREMENT
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16.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 17
ASSIGNMENT
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17.01 Neither party to this Agreement shall be entitled to assign its benefits,
interests or obligations under this Agreement without the written consent of the
other party hereto.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
set out below.
DYNAMOTIVE TECHNOLOGIES CORPORATION
/s/ Xxxxxx Xxxxxxxx
Per: ______________________________
Authorized Signatory
CANTAI PROPERTY LTD.
/s/ Xxxxxxx Xxx
Per: ______________________________
Authorized Signatory
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