Exhibit 10.1
AGREEMENT FOR THE
PROVISION OF MARKETING SERVICES
THIS AGREEMENT is made the 1st day of May 2002 ("Effective Date").
BETWEEN:
VANESSA LAND of 5206 Avenue La Crosse, Lutz, Florida, 33558, USA
AND:
IVP TECHNOLOGY CORPORATION ("IVP") a Nevada Corporation which maintains a
business office at 2275 Lakeshore Blvd. West, Suite 401, Toronto, Ontario,
Canada M8V 3Y3.
IT IS AGREED AS FOLLOWS:
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1. RELATIONSHIP OF THE PARTIES
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1.1 In consideration for the provision of Marketing Services in Europe for a
period of one year from the Effective Date of this Agreement, IVP will
award VANESSA LAND a total of five million 5,000,000 shares in IVP. The
shares will be allocated as detailed below.
1.2 IVP will notify VANESSA LAND of any marketing activities it requires and
VANESSA LAND will suggest appropriate activities from time to time.
1.3 This Agreement supersedes that certain Agreement for the Provision of
Marketing Services between the same abovementioned parties dated January
18, 2002, which agreement has been rescinded in its entirety.
1.4 Nothing contained in this Agreement shall be construed so as to place the
parties in the relationship of partners or as providing for the sharing
of profits or losses arising from the efforts of either party, or joint
venturers in any form, and neither party shall have the power to bind the
other outside the scope of this Agreement.
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2. PAYMENT AND EXPENSES
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2.1 The shares will be awarded to VANESSA LAND in their entirety on the
effective date of this agreement. A share certificate will be issued
within 90 days of the effective date of this agreement.
2.2 The second and subsequent years' payment for marketing services will be
mutually agreed 30 days prior to the end of the first year of this
Agreement.
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2.3 Expenses relating to any activities undertaken by VANESSA LAND under this
Agreement will be charges at cost on a monthly basis. Travel and
accommodation terms will be mutually agreed prior to the activity being
undertaken. Expenses will be invoiced and payment due within thirty (30)
days of receipt of an invoice.
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3. TERMINATION
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3.1 This Agreement will renew automatically at each anniversary of the
Effective Date unless either party terminates it by giving the other
party 30 days written notice prior to any such anniversary.
3.2 Either party may terminate this Agreement in the event that:
(i) The other party becomes or is declared insolvent, is the
subject of any proceedings relating to its liquidation,
insolvency or for the appointment of a receiver administrator
or similar officer over or in respect of its assets, or
compounds or makes an assignment for all, or substantially
all, of its creditors, or enters into an agreement for the
composition, extension or readjustment of all, or
substantially all, of its obligations.
(ii) The other party commits breach of the terms of this Agreement
and does not rectify the breach within a period of 30 days
after receipt of written notice of the breach.
3.3 Upon termination or expiry of this Agreement for whatever reason each
party shall return to the other any and all documents and any and all
other information provided to it by that other party.
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4. LIMITATION OF LIABILITY.
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4.1 In the event that either party shall be liable to the other pursuant to
this Agreement for any failure to perform in connection with this
Agreement, that party's liability shall be limited as follows:
(i) All liabilities in contract and tort for direct loss shall be
limited to the actual value of the shares paid in the year of
the claim; and
(ii) All liabilities in contract and in tort for incidental,
indirect, special or consequential damages including, but not
limited to, loss of revenues or profits shall be excluded.
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5. FORCE MAJEURE.
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5.1 Neither party shall be liable for any delays or failures in performance
in whole or in part if such delay or non-performance is due to any cause
beyond its reasonable control, including but not limited to, delays
caused by the other party's failure to perform or delay in performing its
obligations under this Agreement, third party delay or non-performance,
Act of God, war, insurrection, riot, civil disturbance, rebellion,
government regulations, embargoes, explosions, fires, floods, tempest,
strikes, lockouts, labour disputes and failures in heating, lighting, air
conditioning, hardware, software, telecommunications equipment or public
supply of electrical power.
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6. CONFIDENTIAL INFORMATION
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6.1 Each party may use the information received from the other party pursuant
to this Agreement and may provide such information to their respective
employees as applicable for their use only in connection with the
Agreement.
6.2 Each party agrees that it shall use the same means it uses to protect its
own confidential and proprietary information to prevent the disclosure
and to protect the confidentiality of both
(i) written information received from the other party which is
marked or identified as "confidential",
(ii) written or verbal information which is of its nature
confidential; and
(ii) oral or visual information identified as confidential at the
time of disclosure which is reduced to written form and
provided to the other in such written form promptly after such
oral or visual disclosure,
("INFORMATION").
The foregoing shall not prevent either party from disclosing Information
that is:
(iii) already known by the recipient party prior to the disclosure
thereof with no obligation of confidentiality;
(iv) publicly known or becomes publicly known not due to any
unauthorised act of the recipient party;
(v) rightfully received from a third party;
(vi) independently developed by the recipient party without use of
the other party's Information;
(vii) disclosed without similar restrictions by the party owning the
Information to any third party;
(viii) approved by the other party for disclosure; or
(ix) required to be disclosed pursuant to a governmental or legal
requirement provided that the disclosing party gives to the
other party written notice of such requirement prior to any
such disclosure.
6.3 Upon expiration or termination of the Agreement or upon written request
of the party providing the Information, the other party shall return all
copies of the Information to the providing party or certify in writing
that all copies of the Information have been destroyed. Either party may
return the Information, or any part of it, to the other party at any
time.
6.4 Each party makes no warranty, express or implied, with respect to the
Information. Neither party shall be liable to the other or to any other
person hereunder for amounts representing loss of profits or loss of
business or indirect, consequential or punitive damages of the other
party or of such other person in connection with the provision or use of
the Information hereunder.
6.5 Nothing contained in this Agreement shall be construed as granting or
conferring any rights by licence or otherwise in the Information.
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6.6 Each party acknowledges and agrees that the Information is the
confidential and/or proprietary and/or trade secret information of the
other and the unauthorised use or disclosure of the Information could
cause irreparable harm and significant injury to the other party for
which that other party would have no adequate remedy at law.
Therefore each party shall have the right, in addition to any other
rights it may have at law or in equity, to seek and obtain immediate
injunctive relief in respect of any breach or potential breach of this
Agreement by the other.
6.7 The provisions of this Clause 6 shall survive the expiry or termination
for whatever reason of this Agreement.
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7. GENERAL
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7.1 Waiver.
The delay or failure of either party to exercise any of its rights
hereunder shall not constitute or be deemed a waiver or forfeiture of
such rights.
7.2 Severability.
If any provision of this Agreement shall be held to be invalid, illegal
or unenforceable, then both parties shall be relieved of all rights and
obligations arising under such provision but only to the extent that such
provision is invalid, illegal or unenforceable; such provision shall be
modified to the extent necessary to make it valid, legal and enforceable
whilst preserving the intent of the parties. All other provisions of this
Agreement shall be regarded as fully valid and enforceable unless
otherwise proved.
7.3 Notices.
Any notices required to be given under this Agreement shall be delivered
by hand or posted by recorded delivery mail to the relevant address
described on the front page of this Agreement.
7.4 Headings.
The clause headings are for reference and convenience only and shall not
effect the interpretation of this Agreement.
7.5 Entire Agreement.
This Agreement and any attachments (i) are the complete and exclusive
statement between the parties with respect to the subject matter of this
Agreement and except as expressly stated in this Agreement, no
conditions, warranties, terms and undertakings, express or implied by
operation of law, statute, custom or otherwise are given by either party
to the other and, so far as lawful, the same are hereby excluded (ii)
supersede all related discussions and other communications between the
parties; and (iii) may only be modified in writing by authorised
representatives of the parties.
7.6 Binding Nature and Assignment.
This Agreement shall be binding on the parties their parents, affiliates
and subsidiaries and their respective successors and assigns. Neither
party may assign this Agreement without the prior written consent of the
other.
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7.7 Governing Law.
This Agreement shall be governed by and interpreted in accordance with
the laws of Nevada and shall be subject to the exclusive jurisdiction of
the Nevada courts.
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IN WITNESS WHEREOF, VANESSA LAND and IVP have each caused this Agreement to be
signed and delivered by its duly authorised representative the day and year
first above written.
For and on behalf of For and on behalf of
Vanessa Land IVP Technology Corporation
By: _______________________ By: _______________________
Name: _______________________ Name: _____________________
Title: _______________________ Title: _____________________
Date: _______________________ Date: _____________________