EXHIBIT 10.23
CONSULTING AGREEMENT
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THIS AGREEMENT is made and dated for reference the first day of September, 1998,
DYNAMOTIVE TECHNOLOGIES CORPORATION
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0000 Xxxxxxxx Xxxx,
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND XXXXXXXX XXXXX
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0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
(the "Consultant")
AGREEMENTS
For good and valuable consideration, the receipt and sufficiency of which each
party acknowledges, the parties hereto agree as follows:
PART 1
APPOINTMENT
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1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, to act as Vice President, Business Development/Product Development
"Appointment") of the Company upon the terms and conditions of this Agreement
and the Consultant agrees to diligently and faithfully carry out and perform its
duties and obligations described in this Agreement.
PART 2
TERM OF AGREEMENT
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2.01 This Agreement shall commence on the date first appearing in this Agreement
and shall continue for five years ending on March 31, 2003.
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PART 3
NO AGENCY
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3.01 Except as specifically provided in this Agreement or authorized by the
Company in writing, the Consultant shall not be deemed to be the agent of the
Company and shall not be authorized or entitled to contract on behalf of or bind
the Company in any dealings with third parties with the exception that as Vice
President, Business Development/Product Development of the Company, the
Consultant may enter into contracts or bind the Company within the authority
granted to the Vice President, Business Development/Product Development by the
Board of Directors of the Company, from time to time.
PART 4
DUTIES OF THE CONSULTANT
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4.01 In consideration of the Consulting Fee, the Consultant agrees to carry out
and perform the duties and responsibilities in respect to the Appointment that
would normally be expected in an organization of the size and nature of the
Company and such other services as the Company may from time to time require in
connection with the services named herein.
4.02 As Vice President, Business Development/Product Development, you will be
responsible for negotiating business partnerships, alliances and relationships
(within terms of reference agreed with the CEO), all market, product and
competitive research and analysis and with the commercialization team
(consisting of yourself and the V-P's of Engineering and R&D) establish and
"drive" the successful commercialization of the BioMass Refinery. It is expected
you will assume a leading role in establishing and implementing the "strategic
agenda" for the Company.
PART 5
CONSULTING FEE
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5.01 In consideration of the performance by the Consultant of its obligations
under this Agreement, the Company shall pay to the Consultant a consulting
fee of $11,600.00 per month ("Base Consulting Fee"), payable on the last
working day of each month and commencing on the date of this Agreement,
provided however that the amount payable hereunder may be changed by mutual
consent of the parties. A bonus of up to 15% of the Base Consulting Fee will
be paid to the Consultant, provided certain objectives are accomplished; such
objectives will be agreed from time to time by the parties hereto.
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In addition, the Consultant will be granted stock options--as set out
in the Stock Option Agreement attached hereto--for the purchase of 50,000 common
shares of the Company at U.S. $1.00 each for five years. The first option for
10,000 shares may be exercised at any time after commencement of employment; the
remaining 40,000 shares have been divided into four options of 10,000 shares
each with the exercise date occurring incrementally on each subsequent
anniversary date.
We undertake to present an incentive plan to the Compensation Committee
that links the vesting of additional options for the senior management team to
reaching corporate capitalized value milestones.
PART 6
EXPENSES AND DISBURSEMENTS
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6.01 In addition to the Consulting Fee the Company shall pay to the Consultant
within thirty (30) days after receipt by the Company of invoices therefor, the
full amount of all reasonable expenses, disbursements and out-of-pocket costs
incurred by the Consultant on behalf of the Company in performing its duties
under this Agreement.
PART 7
INDEPENDENT CONTRACTOR
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7.01 Nothing in this Agreement shall create an employment relationship between
the Company and the Consultant and it is hereby understood and agreed that the
Consultant is and will at all times be an independent contractor in respect to
this Agreement.
PART 8
NAME OF CONSULTANT
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8.01 It is understood and agreed that the Company has been induced to enter into
this Agreement by assurances and representations of the consultant that the
particular talents of Xxxxxxxx Xxxxx will be available to the Company for a
minimum of 40 hours per week. In the event that Xx. Xxxxx shall become
physically or mentally incapacitated for any reason whatsoever, shall leave the
employ of or sell his interest in or resign his position with the Consultant,
then the Company shall have the right to forthwith terminate this Agreement upon
(30) days notice in writing to the Consultant.
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PART 9
CONFIDENTIALITY
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9.01 The Consultant shall not, either during the term of its appointment or at
any time thereafter, disclose to any person, firm or corporation any information
concerning the business or affairs of the Company which the Consultant may have
acquired in the course of or incidental to its Appointment hereunder or
otherwise, whether for its own benefit, or to the detriment, or intended or
probable detriment, of the Company.
PART 10
TERMINATION
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10.01 Either party may give days written notice of intention to terminate
this Agreement, which shall terminate accordingly.
PART 11
NO FURTHER OBLIGATION
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11.01 Notwithstanding this Agreement and subject to sections 8.01 and 9.01,
either party shall be free to develop other business opportunities and
technology on its own or with other groups, partners, associates and
consultants, without obligation to include the other party in such technology
and projects.
PART 12
TERMINATION UPON DEFAULT
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12.01 In addition to Parts 8, 9 and 10 the Company shall be entitled to
terminate this Agreement upon ten (10) days notice in writing to the Consultant
in the event that any of the following events of default have occurred:
(a) the Consultant shall be in default in the observance or
performance of any term or condition of this Agreement
required to be done, observed or performed by the Consultant
and the default continues for a period of thirty (30) days
following receipt of written notice of such default from the
Company;
(b) an order shall be made or resolution passed or petition filed
for the winding-up of the Consultant; and
(c) the Consultant shall commit or threaten to commit any act of
bankruptcy or shall become insolvent or shall make an
assignment or proposal under the Bankruptcy Act or a general
assignment in favour of its creditors, or if a bankruptcy
petition shall be filed or presented against the Consultant.
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PART 13
NOTICE
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13.01 Any notice required to be given hereunder by any party shall be given or
made in writing and either delivered personally or sent by registered mail,
postage prepaid, addressed to the Company at:
0000 Xxxxxxxx Xxxx,
Xxxxxxxxx, X.X. X0X 0X0
or addressed to the Consultant at:
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.X.
or to such other address at which any of the parties hereto may from time to
time notify the others in writing. The time of giving or making such notice
shall be, if delivered, when delivered, and if mailed, then on the fifth (5th)
business day after the day of mailing thereof.
PART 14
HEADINGS
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14.01 The headings of this Agreement are inserted for convenience only and shall
not affect the construction of this Agreement.
PART 15
TIME OF ESSENCE
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15.01 Time shall be of the essence of this Agreement.
PART 16
ENUREMENT
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16.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 17
ASSIGNMENT
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17.01 Neither party to this Agreement shall be entitled to assign its benefits,
interests or obligations under this Agreement without the written consent of the
other party hereto.
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TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
set out below.
DYNAMOTIVE TECHNOLOGIES CORPORATION
/s/ B.E. Xxxxx
Per: ________________________
Authorized Signatory
CONSULTANT
/s/ Xxxxxxxx Xxxxx
Per: ________________________
Authorized Signatory
