Exhibit 10.1
CONSULTING AGREEMENT
AGREEMENT, effective as of the 1st day of October, 2002, between
THINKPATH, Inc. an Ontario Corporation (the "Company"), of 55 University Avenue,
suite 400, Toronto, Ontario, Canada M5J 2H7, and Peter Benz, 25 Longview,
Hillsborough, CA 944010 ("Consultant").
WHEREAS, THE Company desires the Consultant to provide consulting
services to the Company pursuant hereto and Consultant is agreeable to providing
such services.
NOW THEREFORE, in consideration of the premises and the mutual
promises set forth herein, the parties hereto agree as follows:
1. Consultant shall serve as a consultant to the Company on general
corporate matters, particularly related to shareholder relations,
and other projects as may be assigned by Declan French, Executive
Director of the Company on an as needed basis.
2. Term: The Company shall be entitled to Consultant's services for
reasonable times when and to the extent requested by, and subject
to the direction of Mr. French. The term of this Consulting
Agreement began as of the date of this Agreement, and shall
terminate on September 30, 2003.
3. Reasonable travel and other expenses necessarily incurred by
Consultant to render such services, and approved in advance by
the Company, shall be reimbursed by the Company promptly upon
receipt of proper statements, including appropriate
documentation, with regard to the nature and amount of those
expenses. Those statements shall be furnished to the Company
monthly at the end of each calendar month in the Consulting
Period during which any such expenses are incurred. Company shall
pay expenses within fifteen (15) business days of the receipt of
a request with appropriate documentation.
4. In consideration for the services to be performed by Consultant,
the Consultant will receive a warrant to purchase two million,
eight hundred thousand (2,800,000) shares of the common stock of
the Company at an exercise price of $0.025 cents per share the
warrant expire September 30, 2003.
5. It is the express intention of the parties that the Consultant is
an independent contractor and not an employee or agent of the
Company. Nothing in this agreement shall be interpreted or
construed as creating or establishing the relationship of
employer and employee between the Consultant and the Company.
Both parties acknowledge that the Consultant is not an employee
for state or federal tax purposes. The Consultant shall retain
the right to perform services for others during the term of this
agreement.
6. Neither this agreement nor any duties or obligations under this
agreement may be assigned by the Consultant without the prior
written consent of the Company.
It is the express intention of the parties that the Consultant is
an independent contractor and not an employee or agent of the
Company. Nothing in this agreement shall be interpreted or
construed as creating or establishing the relationship of
employer and employee between the Consultant and the Company.
Both parties acknowledge that the Consultant is not an employee
for state or federal tax purposes. The Consultant shall retain
the right to perform services for others during the term of this
agreement.
6.1 The consulting services shall not involve and the Consultant
is not engaged in services in connection with the offer or sale
of securities in a capital-raising transaction for Thinkpath,
Inc., and further, the Consultant does not and will not directly
or indirectly promote or maintain a market for Thinkpath's
securities.
7. Any notices to be given hereunder by either party to the other
may be given either by personal delivery in writing or by mail,
registered or certified, postage prepaid with return receipt
requested. Mailed notices shall be addressed to the parties at
the addressed appearing in the introductory paragraph of this
agreement, but each party may change the address by written
notice in accordance with the paragraph.
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Notices delivered personally will be deemed communicated as of
actual receipt; mailed notices will be deemed communicated as of
two days after mailing.
8. This agreement supersedes any and all agreements, either oral or
written, between the parties hereto with respect to the rendering
of services by the Consultant for the Company and contains all
the covenants and agreements between the parties with respect to
the rendering of such services in any manner whatsoever. Each
party to this agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party,
which are not embodied herein, and that no other agreement,
statement, or promise not contained in this agreement shall be
valid or binding. Any modification of this agreement will be
effective only if it is in writing signed by the party to be
charged.
9. This agreement will be governed by and construed in accordance
with the laws of the State of California, without regard to its
conflicts of laws provisions; and the parties agree that the
proper venue for the resolution of any disputes hereunder shall
be Los Angeles County, California.
10. For purposes of this Agreement, Intellectual Property will mean
(i) works, ideas, discoveries, or inventions eligible for
copyright, trademark, patent or trade secret protection; and (ii)
any applications for trademarks or patents, issued trademarks or
patents, or copyright registrations regarding such items. Any
items of Intellectual Property discovered or developed by the
Consultant (or the Consultant's employees) during the term of
this Agreement will be the property of the Consultant, subject to
the irrevocable right and license of the Company to make, use or
sell products and services derived from or incorporating any such
Intellectual Property without payment of royalties. Such rights
and license will be exclusive during the term of this Agreement,
and any extensions or renewals of it. After termination of this
Agreement, such rights and license will be nonexclusive, but will
remain royalty-free. Notwithstanding the preceding, the textual
and/or graphic content of materials created by the Consultant
under this Agreement (as opposed to the form or format of such
materials) will be, and hereby are, deemed to be "works made for
hire" and will be the exclusive property of the Company. Each
party agrees to execute such documents as may be necessary to
perfect and preserve the rights of either party with respect to
such Intellectual Property.
11. The written, printed, graphic, or electronically recorded
materials furnished by the Company for use by the Consultant are
Proprietary Information and are the property of the Company.
Proprietary Information includes, but is not limited to, product
specifications and/or designs, pricing information, specific
customer requirements, customer and potential customer lists, and
information on Company's employees, agent, or divisions. The
Consultant shall maintain in confidence and shall not, directly
or indirectly, disclose or use, either during or after the term
of this agreement, any Proprietary Information, confidential
information, or know-how belonging to the Company, whether or not
is in written form, except to the extent necessary to perform
services under this agreement. On termination of the Consultant's
services to the Company, or at the request of the Company before
termination, the Consultant shall deliver to the Company all
material in the Consultant's possession relating to the Company's
business.
12. The obligations regarding Proprietary Information extend to
information belonging to customers and suppliers of the Company
about which the Consultant may have gained knowledge as a result
of performing services hereunder.
13. The Consultant shall not, during the term of this agreement and
for a period of one year immediately after the termination of
this agreement, or any extension of it, either directly or
indirectly (a) for purposes competitive with the products or
services currently offered by the Company, call on, solicit, or
take away any of the Company's customers or potential customers
about whom the Consultant became aware as a result of the
Consultant's services to the Company hereunder, either for the
Consultant or for any other person or entity, or (b) solicit or
take away or attempt to solicit or take away any of the Company's
employees or consultants either for the Consultant or for any
other person or entity.
14. The Company will indemnify and hold harmless Consultant from any
claims or damages related to statements prepared by or made by
Consultant that are either approved in advance by the Company or
entirely based on information provided by the Company.
Consultant: Company:
Peter Benz THINKPATH INC.
/s/ Peter Benz
______________________ By: /s/ Declan French
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Declan French
Chief Executive Officer
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