EXHIBIT 10.4
CONSULTING AGREEMENT
This Consulting Agreement ("the Agreement") made this 1st day of September
1998.
BETWEEN:
INTELLICOM INTERNET CORP., a Nevada Corporation, with offices at 308-1040
Xxxxxxxx Street, Vancouver, B.C. Canada. ("Intellicom")
AND,
XXXXXXX XXXXXXX, an individual resident in Vancouver, B.C. Canada.
("Xxxxxxx")
WHEREAS, Intellicom wishes to engage Xxxxxxx as a consultant on the
terms and conditions set out herein and Xxxxxxx wishes to be engaged on the
terms and conditions set out herein.
NOW THEREFORE WITNESSETH THAT, the parties for valuable consideration
contained herein agree with each other as follows:
1. Intellicom herein agrees to engage Xxxxxxx as a consultant and Xxxxxxx
hereby accepts said engagement with Intellicom upon the terms and
conditions set forth.
2. The consulting engagement shall commence on October 1st 1998 and shall
continue for 2 (two) years. If Intellicom's common shares do not trade
before September 30th 2000 then this agreement shall terminate on that
date.
3. Xxxxxxx is engaged as a full time consultant.
4. Xxxxxxx shall also carry out such other duties as the Board of
Directors or the President shall assign from time to time.
5. Compensation shall be as follows: FEES: Xxxxxxx shall be paid the sum
of $6750.00 Cdn per month unless increased by the Board of Directors
at an annual review.
6. Xxxxxxx shall diligently and competently devote their full business
time, attention and energies to the performance of their duties under
this Agreement commencing October 1st 1998.
7. Xxxxxxx agrees to exert their best effort to preserve for the benefit
of Intellicom the good will of Intellicom's clients and those who may
have business relations with it.
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8. Notwithstanding anything else contained herein, Intellicom may give
notice, with 60 days prior written notice to Xxxxxxx, that Intellicom
is being wound up and that the Board of Directors have passed a
resolution stating that the business of Intellicom be terminated and
its assets liquidated, and as such this Agreement will therein be
terminated and all of the rights, obligations and duties of the
parties hereunder are at an end. In the event that during the term of
this Agreement, Xxxxxxx shall become disabled by accident or illness
so as to be unable to perform the duties required of Xxxxxxx under
this Agreement for a period of 60 consecutive days then Intellicom may
at the expiration of such 60 day period suspend Xxxxxxx'x services and
Intellicom's rights, obligations and duties under this Agreement shall
terminate except of the restrictions imposed on for confidentiality
herein which shall survive. All shares not vested at termination shall
be returned to treasury for cancellation.
9. Notwithstanding anything contained herein in this Agreement,
Intellicom may discharge Xxxxxxx for cause at any time upon 15
(fifteen) days' written notice and upon the occurrence of such
discharge for cause this Agreement and all rights, duties and
obligations shall terminate except as to those in regards to
confidentiality which shall remain in force and effect.
10. For a period of two years commencing from the date upon which Xxxxxxx
is terminated or ceases to be a consultant of Intellicom then Xxxxxxx
shall not directly or indirectly enter into or carry on as owner,
employee or otherwise, a business that competes with the business of
Intellicom.
11. Xxxxxxx shall be entitled annually to three (3) weeks paid vacation.
12. This Agreement is inclusive and supersedes any and all employment,
consulting or other agreements whether written or oral by and between
Xxxxxxx and Intellicom and any such prior agreements are hereby
cancelled effective as at the date of this Agreement.
13. Xxxxxxx agrees to abide by the confidentiality terms attached as
Exhibit "A" and said terms are part of this Agreement and incorporated
herein. The confidentiality terms of this Agreement shall stand alone
as a condition of Intellicom entering into this Agreement with Xxxxxxx
and said terms shall survive the termination of Xxxxxxx'x engagement
as a consultant and such termination shall not be grounds for the
release of any confidential material to any third party.
14. This Agreement shall inure to the benefit of and be binding upon
Intellicom, its successors and assigns, including, but not limited to,
(1) any corporation which may acquire all substantially all of
Intellicom's assets and business, (2) any corporation with or into
which Intellicom may be consolidated or merged, (3) any corporation
that is the successor
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corporation in a share exchange and Xxxxxxx, their heirs, guardians
and personal and legal representatives.
15. This Agreement shall be governed by the law of the Province of British
Columbia and in all respects in accordance with said law.
16. Xxxxxxx agrees to perform their duties hereunder for any subsidiary of
Intellicom as directed by the President or Board of Directors.
17. This Agreement contains the entire agreement of the parties and may
only be amended in writing.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR
HAND AS OF THE DAY FIRST ABOVE WRITTEN.
/s/
-------------------------
INTELLICOM INTERNET CORP.
/s/ XXXXXXX XXXXXXX
-------------------------
XXXXXXX XXXXXXX
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