EXHIBIT 10.2
MANAGEMENT AGREEMENT
THIS AGREEMENT is dated for reference the 15TH day of March, 2000.
BETWEEN:
▇-▇▇▇▇.▇▇▇. INC., a company incorporated pursuant to the laws of the
State of Minnesota and having it registered and records offices at
#▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
(the "Company")
OF THE FIRST PART
AND:
▇▇▇▇ ▇▇▇▇▇▇, of _________________________
-----------
(the "Manager")
OF THE SECOND PART
WHEREAS:
A. The Company is listed on NQB and is a fully reporting Company engaged in,
inter alia, the business of internet related activities;
B. The Company has agreed to employ the Manager as administrator and manager
of the affairs of the Company on the terms and conditions hereinafter set
forth;
C. The Manager has agreed to be employed by the Company upon the terms and
conditions hereinafter set forth.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises
and mutual covenants and agreement herein contained, the parties hereto covenant
and agree each with the other as follows:
1. SALARY
------
1.01 The Manager will faithfully, honestly and diligently serve the Company
in the capacity of administrator and manager in consideration of which the
Company will pay to the Manager the sum of $ 5,000.000 monthly, or such greater
sum as may be approved by the Board of Directors of the Company and by
regulatory authorities.
2. DUTIES AND DEVOTION OF TIME
---------------------------
2.01 It is acknowledged and agreed by the Manager that the work of the
Manager is and will be of such a nature that regular hours may be impossible,
and there may be occasions in which the Manager will not be required to work a
full eight hours per day and/or a full five days per week. It is also
anticipated that there will be certain evenings, Saturdays, Sundays and holidays
during which the Manager will be required to work. The work of the Manager is of
a supervisory nature, and accordingly the Manager agrees that the consideration
herein set forth will be in full and complete satisfaction for the Manager's
work and services no matter how or when performed, and the Manager hereby
releases the Company from any claims for overtime pay or compensation whatsoever
which the Manager might have by reason of any existing or future legislation or
otherwise.
2.02 During the term of this Agreement the Manager shall:
1. Spearhead opportunities that exist for the Company and its website to
receive news coverage in print, electronic and web news outlets.
2. Pursue new contracts and leads that originate from the E-BIDD website for
the Company, to provide advertising content, joint venture business proposals
and in house advertising all for revenue generating [internet media] business
and overseeing the servicing of the business directly through E-BIDD or through
▇▇▇▇ ▇▇▇▇▇▇ Public Relations or ▇▇▇▇▇▇ Advertising.
3. Provide ongoing opinion to the Company website, including the pursuit of
website content and the layout to facilitate the needs of new and existing
advertising clients.
4. Work with the Company to provide content on the business, creative or stock
activities of the Company to existing and new media contacts in addition to
providing expert resources that would be tapped by such media for use in their
coverage of news stories that have overlapping content.
5. Pursue existing media contacts and creating new media contacts likely to
tap The Company in a range of story subjects that parallel the Company's
knowledge of subject [Internet Media] and related subject areas.
6. Bring, create, redefine subjects that are in the Company's range of
expertise and that are also potentially newsworthy, to the attention of
reporters, in order to offer the Company principals as experts who can be
sourced in stories thereupon.
7. Consult with the Company on joint ventures; technology applications and
activities that potentially constitute relevant news, in order to have the
Company face recognition technology reported on.
8. Provide reporting on new business applications, joint ventures proposals,
contracts and public relations activities pursued on behalf of the Company.
9. Provide strategy support for press conferences and trade shows in which the
Company takes part.
2.03 The Manager will, during the term of this Agreement, obtain the
consent of the Board of Directors of the Company before becoming a director or
senior officer of any company other than the Company or ▇▇▇▇▇▇ Advertising or
▇▇▇▇ ▇▇▇▇▇▇ Public Relations, such consent not to be unreasonably withheld.
2.04 In conducting the Manager's duties under this Agreement, the Manager
will report to the Company's Board of Directors and will act consistently with
their directives and policies.
3. TERM OF EMPLOYMENT AS MANAGER
-----------------------------
3.01 The effective date of this Agreement is March 8, 2000 and the
employment of the Manager hereunder will, from such date, continue until
terminated in accordance with the terms of this Agreement.
4. REIMBURSEMENT FOR EXPENSES
--------------------------
4.01 The Manager will be reimbursed for all reasonable out-of-pocket
expenses incurred by the Manager in or about the execution of the Manager's
employment, including, without limiting the generality of the foregoing, all
travel and promotional expenses payable or incurred by the Manager in connection
with his duties under this Agreement. All payments or reimbursements will be
made immediately upon submission by the Manager of vouchers, bills or receipts
for all expenses; provided, however, that all such expenses in excess of
$2,500.00 are approved by the Company in writing prior to the Manager incurring
same.
5. INCAPACITY
----------
5.01 In the event that the Manager will at any time during the term hereof
by reason of illness or mental or physical disability or incapacity be prevented
or incapable from performing the Manager's duties hereunder, then the Manager
will be entitled to receive the remuneration provided
for herein for the period during which such incapacity will continue but not
exceeding two (2) successive months and, if such incapacity will continue for a
longer period, then the employment of the Manager hereunder will, at the option
of the directors of the Company, forthwith terminate, and the Manager will not
be entitled to any compensation from the Company in respect of such termination.
6. INTERRUPTION OF THE COMPANY'S BUSINESS
--------------------------------------
6.01 If during the term of this Agreement the Company discontinues or
interrupts the operations of its business for a period of ninety (90) days, this
Agreement will automatically terminate without liability on the part of either
of the parties hereto.
7. TERMINATION OF AGREEMENT
------------------------
7.01 Notwithstanding any other provision herein, it is understood and
agreed by and between the parties hereto that the Manager may resign his
employment hereunder by giving sixty (60) days written notice of such intention
to resign, and the Company may terminate this Agreement in its entirety with or
without cause and for any reason whatsoever by the payment to the Manager of two
months salary as termination allowance, and the Manager does hereby agree that
such termination allowance will be payment in full for any discharge by the
Company; provided that the Company will not be liable to pay any further monies,
notwithstanding that such termination of employment may be without cause; and
the expression "such further monies" will include, without restriction the
generality of the foregoing, holidays, holiday pay, Canada Pension Plan
contributions and any and all other monies arising out of the employment by the
Company.
8. VACATION
8.01 The Manager will be entitled to an annual holiday (consecutive or
otherwise as the Manager sees fit) which will be taken at a time or times, to be
arranged in advance with the company so it does not unduly affect the operations
of the Company.
9. ARBITRATION
9.01 Any controversy or claim arising out of or relating to this Agreement
or any breach of this Agreement will be finally settled by arbitration in
accordance with the provisions of the Arbitration Act of British Columbia.
10. PERSONAL CONTRACT
-----------------
10.01 This Agreement and all other rights, benefits and privileges herein
confirmed will be personal, and accordingly may not be assigned by the Manager.
11. ADDRESS FOR SERVICE
-------------------
11.01 The address for service for any notice, consent, acceptance or other
document required or permitted hereunder shall be forwarded to the either party
to the address set forth on the first page of this Agreement or to such other
address as either of the parties hereto will from time to time by notice in
writing give to the other party. Any notice mailed by first class prepaid mail
will be deemed to have been received three (3) days after the date of mailing;
provided, however, that if there should be a postal strike, slow down or other
labour dispute which may affect the delivery of such notice through the mail
between the time of mailing and the actual receipt of the notice, then such
notice will be effective only if actually delivered.
12. ENTIRE AGREEMENT
----------------
12.01 This Agreement represents the entire agreement between the parties and
supersedes any and all prior agreements and understandings, whether written or
oral, between the parties. The Manager acknowledges that he was not induced to
enter into this Agreement by any representation, warranty, promise or other
statement except as contained herein.
13. AMENDMENT
---------
13.01 This Agreement may not be amended or otherwise modified except by an
instrument in writing signed by both parties.
13.02 This Agreement becomes effective upon both parties' signature and
upon completion of stock purchase outlined in a separate stock purchase
agreement with same parties.
13.03 This Agreement does not preclude the Manager from conducting and
participating in the business activities of ▇▇▇▇ ▇▇▇▇▇▇ Public Relations
or ▇▇▇▇▇▇ Advertising.
14. APPLICABLE LAW
--------------
14.01 This Agreement will be construed under and governed by the laws of the
Province of British Columbia.
15. ACCEPTANCE OF AGREEMENT
-----------------------
15.01 This Agreement is subject to the approval of the board of directors of
the Company and acceptance by all regulatory authorities as may have
jurisdiction over the affairs of the Company.
16. COVENANTS.
---------
16.01 Disclosure of Information. During the Term and thereafter, the Manager
-------------------------
shall not, at any time, directly or indirectly, disclose any confidential or
proprietary information for any reason or purpose whatsoever to any person,
firm, corporation, association or other entity, except in the ordinary course of
business of the Company or any subsidiary thereof or to legal and financial
advisors who agree in writing to maintain the confidentiality of such
confidential or proprietary information on terms substantially similar to those
stated here, nor shall the Manager directly or indirectly make use of any such
confidential or proprietary information for his own purpose or for the benefit
of any person, firm, corporation, association or other entity except the Company
or any subsidiary thereof, and the Manager hereby acknowledges that the Company
and its subsidiaries would be irreparably damaged if such confidential or
proprietary information were disclosed to or utilized on behalf of others in
competition in any respect with the Company or any subsidiary thereof. For the
purposes of this Section 16, the term "confidential or proprietary information"
shall mean all information concerning the business, customers or affairs of the
Company or any subsidiary thereof, including matters such as trade secrets,
research and development activities, books and records, customer lists,
suppliers, distribution channels, pricing information, private processes,
software, functional specifications, blueprints, know-how, data, improvements,
discoveries, designs, inventions, techniques, marketing plans, strategies,
forecasts, new products and financial statements as they may exist from time to
time, which the Manager may have acquired or obtained by virtue of his
relationship with the Company or any subsidiary or affiliate thereof, except for
such information which (i) becomes generally available to the public, other than
as the result of a disclosure made directly or indirectly by the Manager, (ii)
was known to the person, firm, corporation or other entity to which such
information was disclosed by the Manager prior to its disclosure directly or
indirectly by the Manager, (iii) was previously available to the person, firm,
corporation or other entity to which such information was disclosed directly or
indirectly by the Manager on a non-confidential basis from a source which was
entitled to disclose the same or (iv) if required by law, governmental order or
decree to be disclosed by the Manager.
16.02 Restrictive Covenant. During the term of his employment and for one
--------------------
year thereafter, the Manager shall not (i) directly or indirectly engage in,
represent in any way, or be connected with, any business or activity (such
business or activity being hereinafter called a "Competing Business"), which
owns, manages, operates or franchises a business developing, or selling
advertising, media services, media and public relations and media exposure on
the Internet, whether such engagement shall be as an officer, director, owner,
employee, partner, affiliate or other participant in any Competing Business,
(ii) assist others in engaging in any Competing Business in the manner described
in the foregoing clause (i), or (iii) induce other employees of the Company to
terminate their employment with the Company for the purposes of engaging in any
Competing Business; provided, however, that the Manager may own directly or
indirectly, solely as a passive investment, securities of any person engaged in
a Competing Business, if such securities are listed on any national securities
exchange and the Manager is not a controlling person of, or a member of a group
which controls, such person and does not, directly or indirectly, own 5% or more
of any class of securities of such person.
16.03 Injunctive Relief. The Manager acknowledges that the provisions of
-----------------
this Section 16 are reasonable and necessary for the protection of the Company
and that the Company will be irrevocably damaged if such covenants are not
specifically enforced. Accordingly, the Manager agrees that, in addition to any
other relief to which the Company may be entitled in the form of actual or
punitive damages, the Company shall be entitled to seek and obtain injunctive
relief
from a court of competent jurisdiction for the purposes of restraining the
Manager from any actual or threatened breach of such covenants.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
The Corporate Seal of ▇-▇▇▇▇.▇▇▇. INC. )
was hereunto affixed in the presence of: )
)
) c/s
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ )
----------------------
Authorized Signatory )
Signed, sealed and delivered by )
▇▇▇▇ ▇▇▇▇▇▇ in the presence of: )
)
/s/ ▇▇▇▇ ▇▇▇▇▇▇ )
------------------
Signature )
_______________________ )
Name (Print) ) /s/ ▇▇▇▇ ▇▇▇▇▇▇
----------------
_______________________ ) ▇▇▇▇ ▇▇▇▇▇▇
Address )
_______________________ )
)
_______________________ )
Occupation )
