EXHIBIT 10.17
THIS AGREEMENT IS ENTERED INTO AS OF THE 31st DAY OF AUGUST, 2004.
AMONG: VITALSTATE CANADA LTD., a company duly incorporated according
to law, herein represented by ▇▇▇ Torolcvei., (hereinafter
referred to as "VCanada")
AND: VITALSTATE, INC., a company duly incorporated according to
law, herein represented by ▇▇▇ Torolcvei, (hereinafter
referred to as "VUSA")
(VCanada and VUSA arc hereinafter collectively referred to as
"Vitalstate")
AND LASAR MULTIMEDIA PRODUCTIONS INC., a company duly incorporated
according to law, herein represented by ▇▇▇▇▇ ▇▇▇▇▇;
(hereinafter referred to as the "Consultant")
A. WHEREAS the Consultant has valuable expertise and Vitalstate wishes to
retain the services of the Consultant as described in Schedule 2 hereto;.
B. WHEREAS the parties wish to define the terms of their relationship.
NOW THEREFORE, IN CONSIDERATION of the mutual premises and the following
covenants, conditions and agreements, the patties hereby agree as follows:
1. TERM OF AGREEMENT
The term of this Agreement (the "Term") shall commence on September
1st, 2004 and terminate on, June 30th, 2005.
2. SCOPE OF_SERVICES
For the Term, Vitalstate hereby engages the Consultant, who hereby
accepts, to provide the services described in Schedule l hereto (the
"Services") in the manner referred to in Schedule 1 hereto.
3. CONSIDERATION
3.1 In consideration of the performance of the Services by the
Consultant, Vitalstate shall pay to the Consultant the aggregate
amount of one hundred sixty-eight thousand seven hundred fifty
Canadian dollars (CDN$168,750.00), payable by way of ten equal and
consecutive monthly installments of sixteen thousand eight hundred
seventy-five Canadian dollars (CDN$16,875.00), the first of which
shall be payable to the Consultant on September 1st, 2004 and
thereafter on, the first of each of the next following nine (9)
calendar months. All of the foregoing amounts are exclusive of the
applicable federal Goods and Services Taxes and provincial Sales
Taxes.
3.2 In addition to the foregoing, throughout the Term, the Consultant's
representative, namely ▇▇▇▇▇ ▇▇▇▇▇, shall have the right to
participate in the health and dental plan of Vitalstate, without any
cost. The said health and dental plan shall be consistent with the
health and dental plan made available to ▇▇▇▇▇ ▇▇▇▇▇ during his
employment with Vitalstate.
3.3 For the purposes of this Agreement, VCanada and VUSA are solidarily
liable between them with respect to all of the obligations of
Vitalstate .hereunder. Without limiting the generality of the
foregoing, the obligations of Vitalstate hereunder shall apply to
each of VCanada and VUSA, solidarily (jointly and severally),
without the benefit of division, discussion and subrogation,
including for greater certainty, the provisions o(pound) Article
1531 of the Civil Code of Quebec or any similar legislation.
4. INDEPENDENT CONTRACTOR
4.1 The Consultant is as an independent consultant and not an agent or
employee of Vitalstate, and the Consultant shall make no
representation as an agent or employee of Vitalstate. The Consultant
shall have no authority to bind Vitalstate or incur other
obligations on behalf of Vitalstate. The Consultant shall be
responsible for all of the Consultant's taxes incurred in the
capacity of independent consultant.
5. GENERAL PROVISIONS
5.1 The preamble and the Schedules attached hereto form an integral part
of the Agreement.
5.2 Nothing in this Agreement shall grant to any party the right to make
commitments of any kind for or on behalf of any other party without
the prior written consent of such other party.
5.3 This Agreement shall be binding upon. and inure to the benefit of
the parties and their respective successors and permitted assigns
and shall be read with all changes in number and gender as may be
required by the context.
5.4 This Agreement shall not be assignable by either of the parties
without the prior written. consent of the other party and any
purported assignment not permitted under this Agreement shall be
void.
5.5 All notices required or permitted to be given hereunder shall be in
writing and shall be delivered either by personal delivery,
registered ,mail or by telecopier or other similar form of
communication and addressed as follows:
(a) In the case of the Consultant, to:
LASAR MULTIMEDIA PRODUCTIONS INC.
▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
(b) In the ease of Vitalstate, to:
VITALSTATE CANADA, LTD.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Attention: The President
Any notice, consent or other communication given as aforesaid shall
be deemed to have been effectively given and received when delivered
or if sent by telecopy or similar telecommunications device, on the
business day next following receipt of such transmission and
following receipt by the sender of such telecopy or similar
telecommunication of a report printout indicating successful
transmission, or on the date of its delivery, if delivered by
registered mail, messenger or courier, provided that if such
delivery date is not a business day then it shall be deemed to have
been given and received on the business day next following the date
of such delivery. An address may be modified by written notice given
as aforesaid. In the event of interruption, for any reason, of one
or more of the forms of transmissions listed above, the parties
shall use a form which is not so interrupted with the intent that
the addressee receive timely notice of the communication.
5.6 Neither party will issue any press release or other public
announcement relating to this Agreement or any activities related
thereto without the prior written consent of the other party, except
where such announcements are required by law or regulation, in which
the event the parties will use all reasonable efforts to consult
with each other and cooperate with respect to the wording of any
such announcement.
5.7 This Agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the Services and
contains all of the covenants and agreements between the parties
with respect to the rendering of the Services.
5.8 This Agreement shall be governed by and construed in accordance with
the laws of the Province of Quebec and the laws of Canada applicable
therein.
5.9 The parties shall keep the existence of this letter and the terms
contained herein confidential and neither party nor any of its
directors, officers, employees, agents or representatives, where
applicable, shall disclose the existence of this letter or any of
the terns contained herein without the express written consent of
the other party.
5.10 This Agreement has been drafted in the English language at the
express request of the parties. Cette convention a ete redigee en
langue anglaise a la demande explicite des parties.
IN WITNESS WHEREOF, Vitalstate and the Consultant have executed this Agreement,
by their duly authorized representatives, as of the day and year first above
written.
VITALSTATE CANADA LTD.
per:
------------------------------- ---------------------------------------------
Witness Name: ▇▇▇ ▇▇▇▇▇▇▇▇
VITALSTATE, INC.
------------------------------- ---------------------------------------------
Witness Name: ▇▇▇ ▇▇▇▇▇▇▇▇
LASAR MULTIMEDIA PRODUCTIONS INC.
------------------------------- ---------------------------------------------
Witness Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: President
SCHEDULE 1
TO THE CONSULTANT AGREEMENT
Among
VITALSTATE CANADA LTD.
And
VITALSTATE, INC.
And
LASAR MULTIMEDIA PRODUCTIONS INC.
Dated:
August 31st, 2004
SCOPE OF SERVICES
The Consultant hereby agrees, during the Term, to provide the following services
(collectively the "Services) to Vitalstate.
A. Functions. The Consultant shall be available to Vitalstate
periodically (but no more than 5 hours per week) for consultation by phone or by
telecopier regarding the general business operations of Vitalstate.
In providing the Services, the Consultant shall:
a) conduct all of his business in its own name, pay all expenses
whatsoever related to the operation of its office and the carrying
out of activities and be responsible for the acts and expenses of
its employees, if any;
b) abide by the reasonable policies, procedures, rules, regulations,
guidelines and instructions which are established or conveyed by
Vitalstate, whether orally or in writing, to the Consultant, as the
same may be amended from time to time, at the sole discretion of
Vitalstate (the "Policies");
c) always act in a professional and courteous manner and in accordance
with all applicable laws, regulations and other governmental
requirements.
