EXHIBIT 10.2
CONSULTANT AGREEMENT
AGREEMENT COMMENCEMENT DATE: NOVEMBER 1, 2001
AGREEMENT TERMINATION DATE: OCTOBER 31, 0000
X X X X X X X:
Name: ROUNDTABLE STRATEGIES LTD.
(HEREINAFTER REFERRED TO AS "THE CONSULTANT")
-AND-
CYPOST CORPORATION
(HEREINAFTER REFERRED TO AS "THE COMPANY")
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a) IN CONSIDERATION OF the mutual covenants, terms and agreements herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby
agree as follows:
1. SERVICES
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The Consultant shall, during the Term (as defined herein) provide the
following services (the "Services") to the Company, at such times as the
Company may reasonably request, and report to the board of Directors:
Advise on, and/or, aid in the development of strategies on the following:
a) Administrative and Corporate developments and affairs for CyPost
Corporation.
b) Business and project plans and/or planning for NetRover.
c) Contractual negotiations of any type for the Company for CyPost,
NetRover, and NetroverUSA.
d) Acquisitions or divestures that result in change of corporate
ownership for CyPost.
e) The considered use of Company retained earnings for NetRover and
NetRoverUSA.
f) Review and committee review of Company staff for CyPost, NetRover and
NetroverUSA.
g) Introduction of new or different ideas and strategies for Company
consideration to CyPost.
2. COMPENSATION
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The CyPost and its subsidiaries that are contracted to the Consultant shall
pay to the Consultant the minimum sum of $9,000.00 U.S. dollars per month,
plus
a) CyPost shall pay the consultant at a rate of $90.00 U.S. dollars per
hour thereafter for each hour in excess of 90 hours charged during
each month of providing Services under this Agreement, and
c) Provide, on the Company premises, a furnished office including a desk,
telephone, individual high-speed internet connection, plus free use of
other existing office equipment and supplies as needed, and
d) Pay an allowance of $200.00 U.S. dollars per month for Consultant
provided equipment, and
e) Pay the for a cellular telephone monthly xxxx, and
f) Pay a car allowance of $500.00 Canadian per month, and
g) Provide parking at the Company premises, and
h) Medical and dental benefits, plus
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i) Provide the Consultant rights to Company shares as unqualified stock
options at 0.10 per share for one million (1,000,000) shares and
exercisable for a term of one (1) year after termination of the
consultants services.
h) The Consultant shall submit monthly reports to the Company for
expenses during the preceding month, to be reimbursed.
i) The Company shall pay the Consultant bi-monthly, as per the Company's
payroll policy.
j) The Consultant shall maintain complete and accurate records to
substantiate his expenses hereunder. The Consultant and Company shall
retain such records for a minimum of one year from the date of payment
for any individual expense submitted under this Agreement. No new
dispute over that expense shall be valid after this time.
3. TERM
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a) This Agreement shall commence on the above Date of Commencement of
Term, and shall remain in effect continuously until the above Date of
Termination of Term (the "Term")
b) This agreement shall automatically renew itself continuously and
repeat the conditions set herein for a new term of the same length as
that presented herein except where either party has expressed in
writing within 90 days prior to the termination date the party's
desire to renegotiate all or any part of this agreement or to
terminate this agreement.
c) This Agreement may be terminated at any time at the option of one
party, upon the failure of the other party to comply with the
covenants, terms and agreements of this Agreement and upon notice of
such failure to such other party, or upon giving 30 days written
notice to the other Party of the intention to terminate the Agreement.
The company agrees to pay a severance of ninety (90) days upon
termination of agreement by either party plus the stock option
provided in 2 I) of this agreement.
d) Upon any termination of this Agreement, the Consultant shall deliver
to the Company all written or descriptive matter which has been
developed, maintained or copied by the Consultant in furtherance of
this Agreement, or which may contain Confidential information 9as
defined below), including, but not limited to drawings, files, lists,
plans blueprints, papers, documents, tapes, software or any other such
media. The consultant shall secure all such written or descriptive
matter in locked files at all times to prevent their loss or
unauthorized disclosure, and to segregate Confidential Information at
all times from the material of others. In the event of loss or
destruction of any such written or descriptive matter, the Consultant
shall promptly notify the Company of the particulars of the same in
writing. This agreement is non-exclusive and the Consultant may seek
additional work outside the companies business, but not in conflict
with the Company.
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b) CONFIDENTIAL INFORMATION
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a. For the purposes of this Agreement, the term "Confidential
Information" means all information disclosed to, or acquired by, the
Consultant or the consultant's employees or agents in connection with,
and during the term of this Agreement which relates to the company's
past, present and future research, developments, systems, operations
and business activities, including, without limiting the generality of
the foregoing:
i. All items and documents prepared for, or submitted to, the company
in connection with this Agreement, and
ii. All information specifically designated by the Company as
confidential;
But shall not include any information which was known to the
Consultant prior to the date hereof, or which was publicly disclosed
otherwise than by breach of this Agreement.
b. The Consultant acknowledges that pursuant to the performance of his
obligations under this Agreement, he may acquire confidential
Information. The Consultant covenants and agrees, during the Term and
following any termination of this Agreement, to hold and maintain all
Confidential Information in trust and confidence for the company and
not to use confidential Information other than for the benefit of the
Company. Except as authorized in writing by the Company, the
consultant covenants and agrees not to disclose any confidential
Information, by publication or otherwise, to any person other than
those persons whose services are contemplated for the purposes of
carrying out this Agreement, provided that such persons agree in
writing to be bound by, and comply with the provisions of this
paragraph. The Consultant shall obtain similar covenants and
agreements to those contained in this paragraph for the benefit of the
company from each of its employees or agents who are, or may be,
exposed to confidential Information.
3. RIGHTS IN DATA
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a. All of the items prepared for or submitted to the Company under
this Agreement (the "Items") shall belong exclusively to the
Company. The consultant hereby assigns to the Company the
ownership of copyright in the items and the Company shall have
the right to obtain and hold, in its own name, copyrights,
registrations and similar protection, which may be available in
the items. The consultant shall give the Company or its designees
all assistance reasonably required to perfect such rights.
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b. To the extent that any pre-existing materials are contained in
the items, the Company grants to the Company an irrevocable,
non-exclusive, worldwide, royalty-free license to (i) use,
execute, reproduce, display, perform, distribute (internally or
externally) copies of, and prepare derivative works based upon
the Items and (ii) authorize others to do any, some or all of the
foregoing
c. No license or right is granted to the Consultant either expressly
or by implication, estoppels or otherwise, to publish, reproduce,
prepare derivative works based upon, distribute copies of,
publicly display, or perform, any of the items, except
pre-existing materials of the consultant, either during the Term
or after termination of this Agreement.
4. WARRANTIES
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The Consultant represents and warrants as follows:
a. that he/she is under no obligation or restriction, nor will he assume
any such obligation or restriction, which would in any way interfere
or be inconsistent with, or present a conflict of interest concerning
the services to be furnished by him/her under this Agreement.
b. That all items delivered to the Company pursuant to this Agreement are
original and that no portion of such items, or their use or
distribution, violates or is protected by any copyright or similar
right of any third party.
c. That any information disclosed by the Consultant to the company is not
confidential and/or proprietary to the Consultant and/or any third
party.
d. That this agreement is non-exclusive. The consultant may provide
consulting advise to other Companies or agents provided the
consultants work for CyPost and its subsidiaries is not affected and
such other employment is not with a direct competitor of the Company
or is in conflict with the Company's business.
5. TRADE MARKS AND TRADE NAMES
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Notwithstanding any other provision of this Agreement, the Consultant shall
have no right to use the Trade Names of the Company or to refer to this
Agreement or the Services, directly or indirectly, in connection with any
product, service, promotion or publication without the prior written
approval of the Company.
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6. NOTICES
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All notices, requests demands or other communications required by this
Agreement or desired to be given or made by either of the parties to the
other hereto shall be given or made by personal delivery or by mailing the
same in a sealed envelope, postage prepaid, registered mail, return receipt
requested, and addressed to the parties at their respective addresses set
forth above or to such other address as may, from time to time, be
designated by notice given in the manner provided in this paragraph. Any
notice or communication mailed as aforesaid shall be deemed to have been
given and received on the third business day next following the date of its
mailing. Any notice or writing delivered to a party hereto shall be deemed
to have it been given and received on the day it is delivered, provided
that if such day is not a business day, then the notice or communication
shall be deemed to have been given and received on the business day next
following such date.
7. INSURANCE
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The Company shall maintain, throughout the performance of his obligations
under this Agreement, adequate general liability insurance providing
coverage against liability for bodily injury, death and property damage
which may arise out of our based upon any act or omission of the consultant
or any of its employees, agents or subcontractors under this Agreement.
Upon written request, the Company shall promptly provide certificates from
its insurers indicating the amount of insurance coverage, the nature of
such coverage and the expiration date of each applicable policy.
8. COMPLIANCE WITH LAWS
----------------------
The Consultant agrees that he will comply with all applicable laws,
ordinances, regulations and codes in the performance of its obligations
under this Agreement, including the procurement of permits and certificates
where required. The Consultant further agrees to hold harmless and
indemnify the Company against any loss or damage to include reasonable
solicitor's fees that may be sustained by reason of the failure of the
consultant to comply with such laws, ordinances, regulations and codes.
9. ENTIRE AGREEMENT
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This Agreement sets forth the entire Agreement between the parties hereto
in connection with the subject matter hereof. No alteration, amendment or
qualification of this Agreement shall be valid unless it is in writing and
is executed by both parties hereto.
10. FURTHER ASSURANCES
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The parties hereto covenant and agree that each shall and will, upon
reasonable request of the other, make, do, execute or cause to be made,
done or executed, all such further and other lawful acts, deeds, things,
devices and assurances whatsoever for the better or more perfect and
absolute performance of the terms if the this Agreement.
11. SUCCESSORS AND ASSIGNS
------------------------
The Consultant shall not assign this Agreement or any interest herein or
subcontract the performance of any Services without the prior written
consent of the Company. This Agreement may be assigned by the Company
without the Consultant's consent and the Assignee shall have the rights and
obligations of the Company. This Agreement shall enure to the benefit of
and be binding on the heirs of the executors, administrators, successors
and permitted assigns of the parties hereto.
12. GOVERNING LAW
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This Agreement shall be governed by and construed in accordance with the
laws of the State of or Province of British Columbia.
13. RELATIONSHIP
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The Consultant shall perform the Services as an independent contractor.
Nothing contained herein in this Agreement shall be deemed to create any
association, partnership, joint venture, or relationship of principal and
agent or employer and employee between the parties hereto or to provide
either party with the right , power, or authority, whether express or
implied, to create any such duty or obligation on behalf of the other
party. The Consultant also agrees that he will not hold himself out as an
affiliate of or partner, joint venturer, co-principal or co-employer with
the Company, by reason of the Agreement and that the Consultant will not
knowingly permit any of his employees, agents, or representatives to hold
themselves out as, or claim to be,
officers or employees of the Company by reason of the Agreement. In the
event that the Company is adjudicated to be a partner, joint venturer,
co-principal or co-employer of or with the Consultant. The Consultant shall
indemnify and hold harmless the Company from and against any and all claims
for loss, liability or damages arising therefrom.
14. CONSTRUCTION
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In this Agreement, except as otherwise expressly provided, all words and
personal pronouns relating thereto shall be read and construed as the
number and gender of the party or parties referred to in each case require
and the verb shall be read and construed as agreeing with the required word
and pronoun.
15. HEADINGS
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The division of this Agreement into paragraphs and the use of headings are
for the convenience of reference only and shall not modify or affect the
interpretation or construction of this Agreement or any of its provisions.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
date first above written
SIGNED:
CONSULTANT /s/ JTW Xxxxxxxx WITNESS /s/ Xxxxx Xxxxxxx
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(Print Name) JTW Xxxxxxxx Print Name (Xxxxx Xxxxxxx)
CYPOST CORPORATION /s/ Xxxxxx Xxxxxx WITNESS /s/ Xxxxx Xxxxxxx
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Name Xxxxxx Xxxxxx Print Name (Xxxxx Xxxxxxx)
Position President