Exhibit 10.6
CONSULTING SERVICE AGREEMENT
THIS CONSULTING SERVICES AGREEMENT is made as of the 8th day of March,
2002.
BETWEEN:
HEMPTOWN CLOTHING INC, of
0000 Xxxxxxxx Xx.,
Xxxxxxxxx, X.X. X0X 0X0
("The Company")
AND
RENEWAL PARTNERS COMPANY
By XXXX XXXXXXX, of
000 Xxxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
(The "Contractor")
WHEREAS:
1. The Company is in need of consulting and advice in order to access
people, companies and groups who would be interested in purchasing
goods from the Company,
2. The Contractor has experience and contacts that will help facilitate
the Company expanding it's business in the textile industry,
3. The Contractor and the Company wish to enter into a contractual
relationship for their mutual benefit.
NOW THEREFORE, in consideration of the mutual agreements and promises
contained herein, the receipt and sufficiency of which are hereby
acknowledged, the parties to this agreement hereby agree as follows:
1. GENERAL
(1) The Contractor will be associated with the Company as a Contractor.
(2) During the time the Contractor is working for the Company, the
Contractor may also be involved in other business ventures, provided
those other activities are not in direct competition with the
Company.
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(3) The person(s) who actually perform the work under this agreement may
or may not include Xxxx Xxxxxxx, however, if Xxxx Xxxxxxx is not the
person actually performing the work, the Contractor shall ensure
that the person doing the work is competent to fulfill the duties
required.
(4) Notwithstanding anything in this contract, provided that the
Contractor's actions are not fraudulent, the Contractor's liability
under this agreement shall not exceed the gross dollar amount
payable by the Company to the Contractor.
(5) The Company covenants and agrees that the Contractor is providing
services for the Company and it is the Company's responsibility to
ensure that the work requested does not violate U.S. or Canadian
laws or regulations. The Contractor shall not be responsible in any
way for the manner in which the work provided to the Company is
subsequently used. The Company shall save the Contractor harmless
from any and all legal proceedings taken against the Contractor as a
result of the business conducted by the Company.
(6) The services to be provided by the Contractor to the Company shall
include the following:
(6.1) Co-ordination of third parties and company employees in
order to create new business relationships between the
Company and purchasers of the Company's goods,
(6.2) Co-ordination of third parties and company employees in
order to create an increase in awareness in the textile
industry, and in the business community in general,
(6.3) Advising as to timing of events, and structuring of the
business,
(together, the "Services").
2. INTELLECTUAL PROPERTY
(1) Any and all inventions and improvements on which the Contractor may
conceive or make, during the term of this Agreement, relating, or in
any way, appertaining to or connected with any of the matters which
have been, are or may become the subject of the Contractor's
investigations, or in which the Contractor has been, is, or may
become interested, shall be the sole and exclusive property of the
Company, and the Contractor will, whenever requested by the Company,
execute any and all applications, assignments and other instruments
which the Company shall deem necessary in order to apply for and
obtain letters of patent, trademark, or copyright of Canada or
foreign countries for the inventions or improvements and in order to
assign and convey to the Company the sole and exclusive right, title
and interest in and to the inventions or improvements, all expenses
in connection with them to be borne by the Company. The Contractor
acknowledges that compensation has been paid in exchange for the
transfer of intellectual property as contemplated herein.
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(2) The Contractor's obligations to execute the papers referred to in
the foregoing paragraph shall continue beyond the termination of
this Agreement with respect to any and all inventions or
improvements conceived or made by the Contractor during the period
of this Agreement, and the obligations shall be binding on the
assigns, executors, administrators or other legal representatives of
the Contractor.
(3) The Contractor shall not, directly or indirectly, disclose or use,
at any time, either during or subsequent to his or her service, any
secret or any confidential information, knowledge or data of the
Company (whether or not obtained, acquired or developed by the
Contractor) unless he or she shall first secure the written consent
of the Company to the disclosure or use.
3. CONTRACTOR'S COVENANT
(1) The Contractor agrees that upon termination for any reason
whatsoever, the Contractor shall not directly compete with the
Company as a director, officer, or shareholder in a company,
partnership or sole proprietorship for a period of one year.
(2) Under no circumstances shall the Contractor provide Trade secrets or
proprietary information of the Company to anyone not a Contractor of
the Company at the pertinent time.
(3) The Contractor agrees not to (directly or indirectly) solicit
employees of the Company to work for another company, partnership or
sole proprietorship for a period of one year from the date of
termination of the Contractor, nor during the Contractor's term of
service.
(4) The parties to this agreement agree to act reasonably and execute
such further documentation necessary to implement the intentions of
the parties as determined at the time of execution of this
agreement.
(5) The Contractor shall provide all material required to perform the
duties set out in this Agreement, including a computer workstation
should one be required.
(6) The covenants contained herein shall survive the termination of the
Contractor.
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4. REMUNERATION
(1) The Company shall pay the Contractor a gross cash payment of USD
$40,000 plus GST. The first and only payment of the whole amount
shall be made one year from the date of this agreement becoming
effective.
(2) The Company shall enter into an agreement with the Contractor giving
the Contractor the option to purchase up to 80,000 Common shares of
the Company at $0.50 US per share. All options shall vest one year
from the date of this agreement becoming effective.
(3) The Company shall not make any deductions from the Contractor's
gross pay. The Contractor shall be responsible for the payment of
its employees and the Company shall assume no responsibility for
their remuneration or any deductions as determined by Revenue Canada
and other government deductions, from time to time. The Contractor
shall pay these deductions out of the Contractors gross pay.
(4) The Company shall pay for all pre-approved expenses paid for by the
Contractor.
(5) If the parties agree to the termination of this Agreement before the
full one year term is complete, all payments for cash and options
shall be due and owing on a pro-rata basis, with fractions of shares
being rounded up.
5. TERM AND TERMINATION
(1) If the Company terminates this Contractor Agreement for breach the
parties mentioned in the Agreement agree that the Company will not
pay any amount in the form of payment(s), or any other payment as a
result of the termination of this Agreement, including any remaining
payments as set out in section 4 of this Agreement. The Contractor
shall be compensated on a pro-rata basis for work up to the time of
termination.
(2) If the Company terminates this Agreement without breach the parties
agree that fair and adequate payment shall be equal to a one month
pay period, and no other or additional payment(s) shall be due or
owing to the Contractor.
(3) The term of this Agreement shall be twelve months.
6. GENERAL PROVISIONS
(1) Any dispute in connection with Agreement shall be settled by
arbitration in accordance with any Arbitration Act then in effect in
the Province of British Columbia. The parties shall, however,
endeavour to settle such dispute amicably between themselves. In
the event that the parties fail to agree upon an amicable solution,
such dispute shall be determined by arbitration as aforesaid.
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(2) This agreement and all Schedules shall be governed by and construed
in accordance with the laws of the British Columbia.
(3) Time is of the essence in construing this agreement.
(4) If any part of Agreement is unenforceable because of any rule of law
or public policy, such unenforceable provision shall be severed from
Agreement, and this severance shall not affect the remainder of
Agreement.
(5) No part of this agreement shall be construed as against either
party, in spite of who the author may be. In all instances of
interpretation, the intention of the parties shall be the guiding
tool of interpretation.
IN WITNESS whereof the parties have executed this agreement the day and
year first before written.
Hemptown Clothing Inc.
Per: "Xxxxx Xxxxx"
------------------------------
Xxxxx Xxxxx
Renewal Partners Company
Per: "Xxxx Xxxxxxx"
------------------------------
Xxxx Xxxxxxx, President
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