EXHIBIT 10.20
CONSULTING AGREEMENT
THIS AGREEMENT is made and dated for reference the first day of May 1, 1999
("Effective Date").
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
000-0000 Xxxx 00 Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND
VISICA INVESTMENTS & CONSULTING LTD.
------------------------------------
000X Xxxx Xxxxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Consultant")
AGREEMENTS
This agreement dated the first day of April, 1998 between the parties hereof
shall terminate on August 31, 1999 upon payment by the Company in aggregate for
the months May to August inclusive in advance upon execution of this agreement.
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 advise ("Appointment") 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 Effective Date and shall continue
until December 31,2000.
2
PART 3
NO AGENCY
---------
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 unless the authority to do so is
given by resolution of the Board of Directors of the Company.
PART 4
DUTIES OF THE CONSULTANT
------------------------
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
--------------
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 $10,000.00 per month ("Base Consulting Fee"), payable on the first working
day of each month and commencing on September 1, 1999.
PART 6
EXPENSES AND DISBURSEMENTS
--------------------------
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.
PART 7
INDEPENDENT CONTRACTOR
----------------------
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.
3
PART 8
B.E. BOYES
----------
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 B.E. Boyes will be available to the Company on an as
needed basis. In the event that Xx. Xxxxx 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
---------------
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
-----------
10.01 The Consultant may terminate this agreement by giving 30 days written
notice of intention to terminate this Agreement, which shall terminate
accordingly. The Company's right to terminate this agreement shall be limited to
paragraphs 8 and 13 hereof and is otherwise irrevocable by the Company.
PART 11
NO FURTHER OBLIGATION
---------------------
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.
PART 12
SECURITIES HELD BY XXXXX X. XXXXX
---------------------------------
12.01 The Company agrees that all options and stock appreciation rights
("SAR's") granted to Xxxxx X. Xxxxx shall not expire as a result of the
termination of employment or consulting or as a director of the Company. More
specifically, paragraphs 6 (first sentence) and 7 (b)(a) of the Stock
Appreciation Rights Plan 1998 shall be deleted and paragraph 4 of all option
agreements shall be deleted.
4
12.02 During the term of this agreement and provided all amounts payable by the
Company to the Consultant are current, Xxxxx X. Xxxxx agrees not to sell any
shares already issued to him or to sell any underlying shares of options or
SAR'S subsequently exercised by him.
PART 13
TERMINATION UPON DEFAULT
------------------------
13.01 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 14
NOTICE
-------
14.01 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:
105-1700 West 75'" Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
or addressed to the Consultant at:
0000 Xxxx 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.
5
PART 15
HEADINGS
--------
15.01 The headings of this Agreement are inserted for convenience only and shall
not affect the construction of this Agreement.
PART 16
TIME OF ESSENCE
---------------
16.01 Time shall be of the essence of this Agreement.
PART 17
ENURKMENT
---------
17.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 18
ASSIGNMENT
----------
18.01 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/ Xxx X. XxXxxxxx
Per: _______________________________
Authorized Signatory
VISICA INVESTMENTS & CONSULTING LTD.
/s/ X. Xxxxx
Per: _______________________________
Authorized Signatory
