Exhibit 10.10
Consulting Agreement with X.X. Xxxxx
39
CONSULTING AGREEMENT
THIS AGREEMENT is dated the MAY 1 day of , 1996.
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BETWEEN:
INTERACTIVE PROCESSING, INC.
0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
(herein the "Client")
- and -
X.X. XXXXX HOLDINGS, INC.
0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, XX
X0X 0X0
(herein the "Consultant")
WHEREAS the Client desires to engage the Consultant to provide services
to the Client for the terms of this Agreement and the Consultant has
agreed to provide such services, all in consideration and upon the
terms and conditions contained herein;
NOW THEREFORE it is hereby agreed as follows:
1. SERVICES
The Client agrees to engage the Consultant to provide the
services describe in Schedule "A" attached hereto and the
Consultant has agreed to perform and provide such services
(collectively the "Services".)
2. TERM
Except as otherwise provided in this Agreement, the Client
agrees to engage the Consultant to provide the Services for a
term commencing MAY 1 , 1996 and ending upon the completion of
the Services.
3. FEE
(a) The Client agrees to pay the Consultant a fee for the
Services provided by the Consultant under the
Agreement in the amount of $1,200.00 per month on the
30th of each month. [INITIALS]
(b) The Consultant agrees to render monthly invoices to
the Client, in a form reasonably acceptable to the
Client, detailing the Services performed by the
Consultant.
4. EXPENSES
The Client shall pay for or reimburse the Consultant for all
reasonable, ordinary and necessary expenses incurred by the Consultant
in the ordinary course of performing the Services upon presentation of
proper accounts, statements, invoices or receipts for such items.
5. INDEPENDENT CONTRACTOR
The Consultant's relationship with the Client as created by this
Agreement is that of an independent contractor for the purpose of the
INCOME TAX ACT (Canada) and any similar provincial taking legislation.
It is intended that the Consultant shall have general control and
direction over the manner in which its services are to by provided to
the Client under this Agreement. Nothing contained in this Agreement
shall be regarded or construed as creating any relationship (whether by
way of employer/employee, agency, joint venture, association, or
partnership) between the parties other than as an independent
contractor as set forth herein.
6. TIME AND EFFORT
The Consultant shall be free to devote such portion of the Consultant's
time, energy, effort and skill as the Consultant see fit, and to
perform the Consultant's duties when and where the Consultant see fit,
so long as the Consultant performs the Services set out in this
Agreement in a timely and professional fashion.
7. AUTHORITY
The Consultant acknowledges that it is being retained as a consultant
to the Client and that as such it does not have the authority and
cannot commit or bind the Client to any matter, contract or negotiation
without prior written authorization of the Client.
8. COMPLIANCE
(a) The Consultant shall comply with all applicable
federal, provincial and municipal laws, rules and
regulations arising out of or connected with the
performance of the Services under this Agreement by
the Consultant or its employees.
(b) The Consultant shall be responsible for all
Unemployment Insurance Contributions, Income Tax and
Workers' Compensation payments relating to or arising
out of the fees
paid to the Consultant under this Agreement and the
Services performed by the Consultant or
its employees. Payments relating to any of the above
shall be the responsibility of the Consultant and
shall be forwarded by the Consultant as appropriate,
directly to the government agencies involved. Proof
of compliance with this requirement shall be
available to the Client upon request.
9. KEY PERSON
The parties acknowledge that Xxxxx Xxxxxxxxx is integral to the
successful performance of the Services by the Consultant under this
Agreement. It is acknowledged by the Consultant that Xxxxx Xxxxxxxxx
will perform substantial portion of the Services, unless the Client
otherwise consents in writing.
10. SUPPORT
The Client agrees to provide such assistance and make available such
employees, office space and support to the Consultant as is reasonable
necessary to enable the Consultant to perform the Services under this
Agreement.
11. CONFIDENTIAL INFORMATION
(a) The Consultant acknowledge that certain of the material and
information made available to the Consultant by the Client in
the performance of the Services ("Confidential Information")
will be of a confidential nature. The Consultant recognizes
that the Confidential Information is the sole and exclusive
property of the Client, and the Consultant shall use its best
efforts and exercise utmost diligence to protect and maintain
the confidentiality of the Confidential Information. The
Consultant shall not, directly or indirectly, use the
Confidential Information for its own benefit, or disclose to
another any Confidential Information, whether or not acquired,
learned, obtained or developed by the Consultant alone or in
connection with, except as such disclosure or use may be
required in connection with the performance of the Services or
as may be consented to in writing by the Client.
(b) The Confidential Information is and shall remain the sole and
exclusive property of the Client regardless of whether such
information was generated by the Consultant or by others, and
the Consultant agrees that upon termination of this Agreement
it shall deliver promptly to the Client all such tangible
parts of the Confidential Information including records, data,
notes, reports, proposals, client list, correspondence,
materials, marketing or sales information, computer programs,
equipment, or other documents or property which are in the
procession or under the control of the Consultant without
retaining copies thereof.
(c) Each of the foregoing obligations of the Consultant in this
clause shall also apply to any confidential information of
customers, joint venture parties, contractors and other
entities, of any nature whatsoever, with whom the Client or
any associate or affiliate of the Client has business
relations.
(d) Notwithstanding the foregoing provisions of this clause, the
Consultant shall not be liable for the disclosure or use of
any of the Confidential Information to the extent that:
(i) the Confidential Information is or becomes available
to the public from a source other than the Consultant
and through no fault of the Consultant or:
(ii) the Confidential Information is lawfully obtained by
the Consultant from a third party or a source outside
this agreement.
(e) The covenants and agreements contained in this clause shall
survive the termination of this Agreement.
12. OTHER SERVICES
The Consultant will be free to perform consulting and other services to
the Consultant's other clients during the term of this Agreement,
provided however, that the Consultant shall ensure that the Consultant
is able to perform the Services pursuant to this Agreement in a timely
and professional fashion. The Consultant agrees not to perform services
for the Consultant's other clients which may create a conflict of
interest or interfere with the Consultant's duties pursuant to this
Agreement.
13. TERMINATION
(a) In the event that the Consultant breaches this Agreement, or otherwise
fails to perform the Services in accordance with the terms of this
Agreement, the Client may terminate this Agreement immediately and
without notice for cause. Either party may terminate this Agreement at
any time, without cause or reason, upon giving two weeks advance
written notice to the other.
(b) Upon Termination of this Agreement:
(i) the Client's obligations to the Consultant under this
Agreement shall terminate except for the Client's obligation
to pay any fee and expenses in accordance with the terms of
the Agreement, to the date of termination; and
(ii) the Consultant's obligations to the Client under this
Agreement shall terminate except those obligations which are
specifically expressed to survive the termination of this
Agreement.
14. GOVERNING LAW
This agreement shall be governed by the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.
15. SEVERABILITY
If any provision of this Agreement, or the application of such
provision to any person or in any circumstance, shall be determined to
be invalid, illegal or unenforceable, the remaining provisions of this
Agreement, and the application of such provision to any person or in
any circumstances other than that to which it is held to be invalid,
illegal or unenforceable, shall not be affected thereby.
16. AMENDMENTS
Any amendment to this Agreement must be in writing and signed by both
parties hereto.
17. TIME OF ESSENCE
Time shall be of essence in this Agreement.
18. INDEMNIFICATION
This is the entire Agreement between the Client and the Consultant with
respect to the consulting services to be provided by the Consultant to
the Client and supersedes any prior agreements with respects to such
whether written oral.
19. NOTICES
Notice hereunder shall be in writing and must be either personally
delivered or sent by double registered mail to the address(es) set
forth above. A party may change the address set forth above by the
proper notice to the other.
20. NO WAIVER
The failure of any party to insist upon the strict performance of a
covenant or obligation hereunder, irrespective of the length of time
for which such failure continues, shall not be a waiver of such party's
right to demand strict performance in the future. No consent or waiver,
express or implied, to or of any breach or default in the performance
of any covenant or obligation hereunder shall constitute a consent or
waive to or of any other breach or default in the performance of the
same of any other obligations hereunder shall constitute a consent or
waiver to or of any other breach or default in the performance of the
same or of any other obligations hereunder.
21. ASSIGNMENT
The Agreement is personal in nature and may not be assigned by either
party hereto.
22. INUREMENT
This Agreement shall be binding upon and shall inure to the benefit of
each of the parties hereto and their respective employees and permitted
receivers, successors and assigns.
IN WITNESS WHEREOF the parties hereto have signed this Agreement as of the day
and year first above written.
Interactive Processing, Inc.
Per: /S/ XXXXXXX XXXXXXXXX
C.E.O., Interactive Processing, Inc.
/S/ XXXXXXXX XXXXXXXXX
Xxxxxxxx Xxxxxxxxx
President, X.X. Xxxxx Holdings Inc.
SCHEDULE "A'
DESCRIPTION OF SERVICES
Project Management
Provide recommendation for Financing, Marketing and Promotion
Monitor and verify work being performed by the contractors
Report Writing
Act as Liaison between contractors and client
