THIS INTERNET INVESTOR RELATIONS AGREEMENT made as of the 1st day
of March, 2001,
BETWEEN:
BRAINTECH INC , a company subsisting under the laws of
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Nevada and having its head office at 113 - 000 Xxxx 0xx
Xxxxxx, Xxxxx Xxxxxxxxx, (Xxxxxxx Xxxxxxxx) Xxxxxx, X0X 0X0
(the "Company")
AND:
AGORA INTERNATIONAL ENTERPRISES CORP., a company
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incorporated in the province of Ontario, majority owned by
Xxxxxx Xxxxxxx and having an office at 155 East Beaver Creek
Road, Xxxx #00, Xxxxx #000, Xxxxxxxx Xxxx (Xxxxxxx) Xxxxxx,
X0X 0X0
(the "Consultant")
WHEREAS:
A. The Company requires the services of a corporation capable of
providing On-line Investor Communications and Surveillance
services (collectively, the "Services"); and
B. The Consultant is ready, willing and able to provide the Services
on the terms and conditions set forth in this Agreement;
NOW THEREFORE in consideration of the mutual covenants contained
herein and the sum of $10.00 paid by each party to the other (the
receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree each with the other as follows:
1. CONSULTING SERVICES
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1.1 Subject to the approval of any governing regulatory authority, if
required, the Company shall retain the Consultant to provide the
Services, the particulars of which are set out in section 4 of
this Agreement, and the Consultant shall provide the Services on
the terms and conditions of this Agreement.
1.2 The Consultant shall have no right or authority, express or
implied, to commit or otherwise obligate the Company in any
manner whatsoever, except to the extent specifically provided for
herein or specifically authorized in writing by the Company.
2. TERM
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2.1 The term of this Agreement shall begin on the 1st day of March,
2001 and, unless sooner terminated as provided for in section 7
of this Agreement, shall terminate on the 31st day of August,
2001.
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2.2 This Agreement will automatically renew for a further six months
until the 28th day of February, 2002 under the same terms and
conditions as herein setout unless the Company provides written
notice of termination of the Agreement 30 days prior to
August 31, 2001.
3. COMPENSATION
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3.1(a) As partial compensation for all Services to be provided to
the Company by the Consultant, the Company shall pay to the
Consultant, on the 1st day of the term and thereafter on each and
every quarterly anniversary during the term of this Agreement,
the sum of $CDN 6,000.00 per quarter. This quarterly amount
represents monthly compensation of $CDN 2,000.00.
For further clarity, the schedule of payments are as follows:
March 1, 2001 $CDN 6,000.00
June 1, 2001 $CDN 6,000.00
3.1(b) If the term of this agreement is automatically renewed
pursuant to section 2.2, the continued schedule of payments will
be as follows:
September 1, 2001 $CDN 6,000.00
December 1, 2001 $CDN 6,000.00
3.2 As the final component of compensation, the Company and the
Consultant shall enter into an agreement in which the Consultant
will have the option to purchase 50,000 shares in the Company and
vesting over a two year term. The stock option agreement will be
formalized in a separate agreement. The monthly fee, as well as,
the stock option agreement shall constitute full compensation for
the Consultant.
3.3 The Consultant shall absorb all expenses incurred in providing
Services to the Company pursuant to this Agreement.
4. SERVICES TO BE PROVIDED
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4.1 In consideration of the compensation payable to the Consultant
pursuant to section 3, the Consultant agrees, at its expense, to
effect communications between the Company and its on-line
shareholder base or prospective investors. Those duties include
but are not limited to: Regularly scheduled interviews with
Braintech management and personnel; Q&A sessions to satisfy
outstanding shareholder issues, questions and concerns;
coordination of live shareholder meetings in various cities
around North America, surveillance and rapid response to
emergencies that threaten to destabilize the Company's share
price or investor confidence. In particular, the Consultant will
effect such communications primarily through its on-line
discussion forum at xxx.xxxxxxxxxxxx.xxx.
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4.2 In performing the Services under this Agreement, the Consultant
shall comply with all applicable corporate, securities and other
laws, rules, regulations, notices and policies, including those
of any applicable Stock Exchange, and, in particular, the
Consultant shall not:
(a) release any financial or other information or data about the
Company, which has not been generally released or
promulgated, without the prior approval of the Company;
(b) conduct any meetings or communicate with financial analysts
without informing the Company in advance of the proposed
meeting and the format or agenda of such meeting;
(c) release any information or data about the Company to any
selected or limited person, entity, or group if the
Consultant is aware or ought to be aware that such
information or data has not been generally released or
promulgated; and
(d) after notice by the Company of filing materials for a
proposed public offering of securities of the Company, and
during any period of restriction on publicity, the
Consultant shall not engage in any public relations efforts
not in the normal course without the prior approval of
counsel for the Company and of counsel for the
underwriter(s), if any.
5. DUTIES OF COMPANY
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5.1 The Company shall supply the Consultant, on a regular and timely
basis, with all approved data and information about the Company,
its management, products and operations, and the Company shall be
responsible for advising the Consultant of any facts which would
affect the accuracy of any prior data or information previously
supplied to the Consultant. The Company will make its best
efforts to make officers and executives available for interviews
and Q&A sessions. The Company will use its best efforts to
respond to reasonable questions put forth by shareholders and the
on-line investment community.
5.2 The Company shall contemporaneously notify the Consultant if any
information or data being supplied to the Consultant has not been
generally released or promulgated.
5.3 The Company shall issue a press release, to be approved by the
Consultant, announcing the agreement.
6. REPRESENTATIONS AND WARRANTIES
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6.1 The Consultant represents and warrants to, and covenants with,
the Company as follows:
(a) the Consultant and its agents, employees and consultants,
will comply with all applicable corporate and securities
laws and other laws, rules, regulations, notices and
policies, including those of any applicable Stock Exchange;
(b) the Consultant will, and will cause its employees, agents
and consultants to, act at all times in the best interests
of the Company; and
(c) the Consultant has not been subject to any sanctions or
administrative proceedings by any securities regulatory
authority.
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7. TERMINATION
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7.1 In the event the Consultant breaches any term of this Agreement,
the Company may immediately terminate this Agreement with
"cause".
7.2 In the event of termination by the Company pursuant to paragraph
7.1, all amounts otherwise payable to the Consultant pursuant to
the terms of section 3 shall cease and terminate, and the
Consultant will return all material provided by the Company.
7.3 In the event the Company breaches any term of this Agreement, the
Consultant may immediately terminate this Agreement.
7.4 In the event of termination by the Consultant pursuant to
paragraph 7.3, or termination of this agreement by the Company
without cause, all amounts otherwise payable to the Consultant
for the remaining and complete term of this agreement, pursuant
to the terms of Section 3, shall become immediately due and
payable and the Consultant will return all material provided by
the Company. In addition, all stock options granted pursuant to
the terms of Section 3 shall not be effected.
8. NOTICE
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8.1 Any notice, commitment, election or communication required to be
given hereunder by either party to the other party, in any
capacity shall be deemed to have been well and sufficiently given
if facsimilied or delivered to the address of the other party as
set forth on page one of this Agreement, or as later amended by
either party from time to time in writing.
8.2 Any such notice, commitment, election or other communication
shall be deemed to have been received on the third business day
following the date of delivery.
9. GENERAL
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9.1 All references to currency herein are to currency of Canada.
9.2 The rights and interests of the parties under this Agreement are
not assignable.
9.3 Time is of the essence of this Agreement.
9.4 This Agreement shall inure to the benefit of and be binding upon
the parties hereto and their respective successors, personal
representatives, heirs and assigns.
9.5 If any one or more of the provisions contained in this Agreement
should be invalid, illegal or unenforceable in any respect in any
jurisdiction, the validity, legality and enforceability of such
provision or provisions will not in any way be affected or
impaired thereby in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this
Agreement would fail in its essential purpose.
9.6 The heading and section numbers appearing in this Agreement or
any schedule hereto are inserted for convenience of reference
only and shall not in any way affect the construction or
interpretation of this Agreement.
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9.7 This Agreement shall be construed and enforced in accordance
with, and the rights of the parties to this Agreement shall be
governed by, the laws of Ontario and each of the parties hereby
irrevocably attorn to the jurisdiction of the courts of Ontario.
9.8 The Consultant is an independent contractor, responsible for
compensation of its agents, employees and representatives, as
well as all applicable withholdings therefrom and taxes thereon.
This Agreement does not establish any partnership, joint venture,
or other business entity or association between the parties.
9.9 This Agreement shall supersede and replace any other agreement or
arrangement, whether oral or written, heretofore existing between
the parties in respect of the subject matter of this Agreement.
9.10 The parties shall promptly execute or cause to be executed all
documents, deeds, conveyances and other instruments of further
assurance which may be reasonably necessary or advisable to carry
out fully the intent of this Agreement.
9.11 This Agreement may be executed in as many counterparts as may be
necessary and by facsimile, each of such counterparts so executed
will be deemed to be an original and such counterparts together
will constitute one and the same instrument and, notwithstanding
the date of execution, will be deemed to bear the date as of the
day and year first above written.
IN WITNESS WHEREOF this Agreement has been executed as of the day and
year first above written.
BRAINTECH INC.
per:
*Xxxxxx Xxxxx*
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Xxxxxx Xxxxx, Chief Financial Officer
AGORA INTERNET RELATIONS CORP.
per:
*Xxxxxx Xxxxxxx*
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Xxxxxx Xxxxxxx, President
