Consulting Agreement
This agreement made this 15th day of April 2003.
BETWEEN:
Advanced ID Corporation, a South Dakota corporation with an office in
the City of Calgary, Alberta, ("the Company");
And
Xxxxxxxxx Xxxx, a person resident in the City of Chiang Mai, Thailand
("the Consultant").
WHEREAS:
The Company has requested the Consultant to perform certain services as
hereinafter set forth and the Consultant has agreed to perform such
services on and subjected to the terms and conditions hereinafter
contained.
1) Engagement
Subject to the terms and conditions of the Agreement, the Consultant
shall perform on a non-exclusive basis the services set forth and
described in Schedule "A" hereto and shall perform such other services
as agreed to by the Consultant and the Company (the "Service").
2) Standard and Performance of Services
The Consultant shall perform the Services in accordance with the best
methods, standards and practices and the Consultant warrants that it
has the competency and skill necessary to perform the Services.
3) Term
The initial term of this Agreement (herein called the "Initial Term")
shall commence April 15, 2003 to December 31, 2003 inclusive. At the
expiry of the initial Term this agreement shall, unless notice of a
desire not to extend is given by either party to the other not less
than 10 working days prior to the expiry of the initial Term,
automatically be extended for a period of one month (the Initial Term
as so extended, the "Term"). Thereafter the Term shall, subject to
early termination as provided for herein, be automatically extended for
successive periods of one month.
4) Independent Contractor
The Consultant is acting as an independent contractor and shall not in
any event be deemed an employee or agent of the Company.
5) Liability for Taxes
The Consultant is exclusively liable for and shall pay before
delinquency all taxes and assessments imposed or levied in respect of
the Services, including without limitation, those related to income
tax, employment insurance, workers compensation board payments and any
value added tax, and the Consultant shall indemnify the Company against
all liability or expense incurred due to the Consultant's failure to do
so.
6) Compensation
Upon execution of the Agreement, the Company shall pay the Consultant a
retainer of $5,000 per month, which is payable monthly during the
Initial Term or upon completion of the term of the Agreement.
Compensation owing to the Consultant for any partial month worked will
be prorated accordingly. Such compensation shall be paid within
twenty (20) days following the month in which it was earned.
Expenses incurred while performing these services will be reimbursed,
at cost, within two weeks upon submission of appropriate invoices
and/or receipts as evidence of such expenses. Any costs exceeding
$2,000 per month must be previously approved by the Company.
7) Bonus
Upon completion of a RFID livestock tag for testing purposes by the
Canadian Cattle identification Agency (CCIA), the Consultant shall earn
a bonus of US$50,000 of which 50% shall be paid in cash and the
remaining 50% shall be paid in the Company's common shares. The cash
payment shall be made to the Consultant upon the CCIA's approval or
acceptance of the Company's RFID livestock tag. The common shares
payment shall be made to Consultant within thirty (30) days after
shipment of an initial order of 500,000 tags. The parties agree that
such common shares shall e issued based on a conversion rate equal to
the average closing value of the Company's common stock over the
previous twenty trading days immediately prior to the shipment date.
If this Agreement is terminated by the Company before December 31,
2003, then the bonus will be reduced by 20% for each 30-day period as
measured from the time of any early termination date through to
December 31, 2003. Any partial period will be prorated accordingly.
The bonus shall be reduced by 10% for each month that the project is
delayed against the agreed project schedule as per Schedule "A". Any
delays which are accepted by the Company in writing or are not the
responsibility of the Consultant shall not reduce the bonus as noted
above.
8) Provision of Services
The Consultant shall be available to perform the Services for a minimum
of 24 hour4s a week during the term of this Agreement unless otherwise
agreed. The Consultant shall be free to determine the hours of the
day during which it will perform the Services provided however, the
Consultant agrees to the extent possible to endeavor to make itself
available to the principals of the Company as requested.
9) Reporting
The Consultant shall provide to the Company such reports and advise the
Company on matters for which it is hereby retained as stipulated by the
Company. The Company requires weekly progress reports on all aspects
of the Consultant's work including but not limited to any expenses
incurred by consultant on behalf of the Company.
10) Authority
The Consultant or a subcontractor of the Consultant performing the
Services has no authority to enter into any contractual arrangement so
as to bind the Company. Any written correspondence, agreements or
other such matters that require approval by the Company will be
prepared for the signature of the signing officers of the Company as
appointed from time to time by the Board of Directors of the Company.
11) Provision of Office
During the Term, the Consultant may use the office space, telephone,
furniture, computer equipment and office supplies provided by the
Company.
12) Indemnify by the Consultant for Taxes
The Consultant shall indemnify and save harmless the Company and its
officers, directors, employees and consultants from and against any
liability on account of the Consultant's failure to pay taxes,
assessments, and other charges required to be paid to any governmental
authority or agency in respect of the fee to be paid to the Consultant.
To the extent that the Company is required by any laws, rules,
regulations or orders of any government or governmental authority to
withhold any sum for such compensation, the Company shall be entitled
to do so and shall thereafter provide the Consultant with appropriate
notifications and a statement of any such deduction and disbursements.
13) General indemnity by Consultant
The Consultant shall indemnify and save harmless, the Company and its
respective directors, officer, employees and consultants from and
against any and all actions and manner of actions, cause and causes of
actions, suits, debts, sums of money, expenses, damages, costs, claims
and demands of any kind and nature whatsoever, which the Company and
its directors, officers, employees or consultants may suffer or incur
as a result of the willful misconduct or negligence of the Consultant,
as a result of an injury to any such directors, officers, employee or
consultant, or otherwise arising out of a breach of the Agreement by
the Consultant.
14) Termination
This agreement may be terminated at any time, whether during the
Initial Term or any extension thereof, in the following circumstances:
(a) Either party may terminate the Agreement for any reason
whatsoever at any time upon prior written notice of 30 working days;
(b) The Company may terminate this Agreement for any reason
whatsoever at any time by paying the Consultant the Termination Fee of
$5,000 in place of the notice of termination as set out in 14(a);
(c) Immediately by the Company, upon notice in writing to the
Consultant, in the event the Consultant ceases to carry on business or
becomes bankrupt;
(d) The Company may terminate this Agreement upon giving notice in
writing to the Consultant after the occurrence of an event, which, if
the Consultant were an employee of the Company, would constitute cause
for termination of employment.
15) Use of Corporate Name
The Consultant shall not use the Company's name in advertising,
promotional material or publicity releases relating to the Services of
the business o the Company except as permitted herein or unless
authorized in advance by the Company.
16) Exclusivity
During the term of this Agreement, the Consultant shall not engage in
any other business or occupation or enter into any business or
contractual arrangements, which would aversely affect the Company or
constitute a conflict of interest in respect of the Services performed
for the Company for a minimum period of two (2) years.
17) Confidentiality
The Consultant shall hold in confidence and not divulge to any third
party any information concerning the affairs of the Company or any
proprietary information of a secret or confidential nature owned or
obtained by the Company which may have been disclosed to the Consultant
by the Company or developed for the Company by the Consultant.
Furthermore, the Consultant shall not use the information, which has
been disclosed to it by the Company or developed for the Company by the
Consultant for its own purpose or in connection with any work the
Consultant may undertake for a third party.
18) Intellectual Property Rights
The Consultant acknowledges that he has been contracted, in part, for
the purpose of creating ideas material that are useful for the business
of the Company. The Consultant further acknowledges that the Company
is the owner of the Intellectual Property rights associated with these
ideas and materials and he will sign any assignments necessary to
transfer or confirm the assignment of such ownership.
The Consultant shall disclose promptly to his supervisor, all trade
secrets, confidential information, inventions, designs, copyrightable
works and trademarks ("Intellectual Property") he may create, by
himself, or in cooperation with others, during the course of his
employment. The Consultant agrees to keep written or electronic
records of the intellectual Property he creates and further
acknowledges that such records are the property of the Company.
The Consultant shall not use any intellectual Property which he may
create during the course of his employment for any other purpose than
the Company's business, nor shall the Consultant disclose such
Intellectual Property at any time within one (1) year following
termination of employment and notwithstanding the cause or reason for
termination.
19) Assignment
The Consultant shall not assign or subcontract the Services or any of
its obligations hereunder without the prior written consent of the
Company.
20) Monetary References
Any reference in this Agreement to "dollars" or "$" shall mean United
States dollars.
21) Notices
Any notice to be given under this Agreement shall be in writing and
shall be deemed to have been given to the party hereto to whom it is
addressed on the date presented in person or 5 business days following
the date of mailing if sent by registered mail. The respective
address for notice for each party hereto, unless otherwise stipulated
by one party giving notice to the other is:
Company: Advanced ID Corporation
000 - 00 Xxxxxx X.X., Xxxxx 000
Xxxxxxx, Xxxxxxx
X0X 0X0
Attention: Mr. Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Fax (000) 000-0000
Email: xxxxxxxxx@xxxxx.xxx
Consultant: Xxxxxxxxx Xxxx
66/5 Moo 3
T. Sankumpang, A. Sunkumpang
Chiang Mai, Thailand 50130
Attention: Xx. Xxxxxxxxx Xxxx
Telephone: (66- 53) 390 500
Email: xxxx@xxxx-xxxxxxxxxx.xx
IN WITNESS WHEREOF, the parties hereto agree to the terms and
conditions of this Agreement as outlined above. Dated this 15th day
of April 2003.
ADVANCED ID CORPORATION XXXXXXXXX XXXX
/s/ Xxxxx Xxxxxxx
/s/ Xxxxxxxxx Xxxx
--------------------------------------
-------------------------------------
Xxxxx Xxxxxxx, President & CEO Xxxxxxxxx
Xxxx
Schedule "A"
Duties of Consultant
Scope of the agreement and general information:
The core business of Advanced ID Corporation (AID") is the
identification based on RFID technology mainly for animals. It is
planned to replace the barcode-based identification of animals by RFID
technology. In order to get this target solved in the most efficient
way. AID will appoint a project manager who shall identify the most
suitable suppliers of the key components - the tags and the readers -
qualify the overall system, organize necessary tests and modifications
and get the system approved by the authorities (Canadian Cattle
Association) in Canada first and later on in other countries.
Xxxxxxxxx Xxxx has more than 30 years background in electronics
engineering and managing engineering companies as well as organizing
projects until production start.
AID and Xx. Xxxx agree to enter into a consultancy agreement starting
on the day of signing this agreement. The terms and conditions of
this agreement are as follows:
Statement of Work and deliverables:
Xx. Xxxx shall have all authority to organize the project with the
scope to get approved products to the market acc. To the target time
schedule mentioned below. In the function as a project leader Xx.
Xxxx has to report in a regular sequence to Mr. Xxxxx Xxxxxxx and Xx.
Xxxxxx Xxxxx. Any contract to be made with partners have to be
approved by Mr. Xxxxx Xxxxxxx first.
The project target is:
- To establish a solution for the ID-tag in the 900MHz range
inclusive barcode with partners already appoint by AID (KSW and Guide
trend)
- To establish a stationary reader and a handheld reader in the
900 MHz range with a market price target of less than 500US$ for the
stationary one and below 700US$ for the handheld reader.
- Negotiate with the potential suppliers for the tags and readers
for the most cost efficient final solution and prepare necessary
cooperation agreements if required.
- Initiate and supervise necessary adoptions to the specific
requirements for the target environment and the interfacing for the
application software.
- Qualify both the tag and the reader as a system in the target
environment
- Monitor field tests in the target environment
- Organize necessary samples acc. To AID requirements
- Get the whole system approved by the Canadian Cattle Association
The project target is achieved one the whole system is approved by the
CCIA ad released by the customer of AID in the target environment.
The implementation of the application software is not a part of this
project as well as the mass production of the tags and readers.
Necessary modifications of tags and readers to get it suitable for the
target market shall be initiated and negotiated by Xx. Xxxx but the
modifications itself are not covered by this agreement.
Xx. Xxxxxxxxx Xxxx shall be prepared to assist AID for these tasks as
well under a separate agreement.
Time Frame:
Xx. Xxxx shall present a final time schedule for the project by May
31st after studying the environment and technology.
The target schedule is:
Samples for internal test for tags and readers May 15th
Test results and selection of partner company
for tag and reader June 15th
First prototype for testing in Canada June 30th
Final system available incl. Handheld reader
for test in Canada July 31st
Qualification by CCIA September 30th
Demo systems for sales network August 31st
Monitored field test at test sites in Canada September to November 2003
Sales release December 1st
The above schedule is a target from AID but must be
adjusted/reconfirmed by Xx. Xxxx after an initial period of study by
May 31st.
