EXHIBIT 10.3
CONSULTING AGREEMENT
THIS AGREEMENT made as of the 1st day of April 2000.
BETWEEN:
RTICA Inc., a corporation incorporated under the laws of the
Province of Ontario and having its head office at 999 Barton
Street, Stoney Creek, L8E 5H4
(Hereinafter referred to as the "Corporation")
OF THE FIRST PART,
-- and --
Junior Industrial Finance Corp. 12 Country Club Drive,
Toronto, ON M9A 3J4.
(Hereinafter referred to as the "Consultant")
OF THE SECOND PART.
WHEREAS the Corporation carries on a business consisting principally
of the development, marketing, and promotion of high performance insulation
made from recycled plastics (the "Business");
AND WHERAS the Corporation wishes to develop and expand its business;
AND WHEREAS the Corporation is desirous of retaining the Consultant to
provide consulting services in connection with the Business of the Corporation;
AND WHEREAS the Consultant is desirous of providing such services to
the Corporation, on the terms and subject to the conditions herein set out;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
respective covenants and agreements of the parties contained herein, the sum of
one dollar paid by each party hereto to each of the other parties hereto and
other good and valuable consideration (the receipt and sufficiency of which is
hereby acknowledged by each of the parties hereto) it is agreed as follows:
ARTICLE ONE -- CONSULTING SERVICES
0.1 RETAINER. The Corporation hereby agrees to retain the Consultant to
provide the Corporation with consulting services consisting of
arranging financing, strategic planning and such other consulting
services as the Corporation and the Consultant may from time to time
agree upon, (the "Services") and the Consultant hereby agrees to
provide such Services to the Corporation.
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0.2 TERM OF AGREEMENT. This Agreement shall remain in full force and effect
from the date hereof, to December 30th, 2001, subject to earlier
termination as hereinafter provided, with the said term being capable
of extension by mutual written agreement of the parties hereto.
0.3 BOARD POLICY AND INSTRUCTIONS. The Consultant covenants with the
Corporation that he will act in accordance with any policy of and carry
out all reasonable instructions of the board of directors of the
Corporation. The Consultant acknowledges that such policies and
instructions may limit, restrict or remove any power or discretion,
which might otherwise have been exercised by the Consultant.
0.5 REMUNERATION. In consideration for the services rendered by the
Consultant hereunder, the Corporation shall pay to the Consultant:
0.5.1 Consulting fees in the sum of five hundred dollars ($500) per month for
up to five hours consulting per month during the term of the contract.
0.5.2 An expense allowance of $50 per month for which no statement is
required for the term of the Consultant's retainer.
0.5.3 Additional consulting over and above five hours per month shall be at a
rate to be agreed upon by the Corporation and the Consultant.
1.6 EXPENSES. The Consultant shall be reimbursed from time to time for all
out of pocket travel and other costs approved by the Corporation, actually and
properly incurred by the Consultant in connection with providing the Services
hereunder. The Consultant shall furnish statements and vouchers to the
Corporation for all such expenses.
ARTICLE TWO -- COVENANTS
2.1 NO DELEGATION OF SERVICES. The Consultant covenants and agrees with
the Corporation that it shall not delegate performance of the Services to
anyone other than Michael Boyd without the prior written consent of the
Corporation.
2.2 PROVISION OF AMENITIES. OMIT
ARTICLE THREE -- CONFIDENTIALITY AND NON-COMPETITION
3.1 CONFIDENTIAL INFORMATION. The Consultant covenants and agrees that he
shall not disclose to anyone any confidential information with respect to the
business or affairs of the Corporation except as may be necessary or desirable
to further the business interests of the Corporation. This obligation shall
survive the expiry or termination of this Agreement for a period of 5 years.
3.2 RETURN OF PROPERTY. Upon expiry or termination of this Agreement the
Consultant shall return to the Corporation any property, documentation, or
confidential information which is the property of the Corporation.
3.3 PROMOTION OF CORPORATION'S INTERESTS. The Consultant shall and will
faithfully serve and use his best efforts to promote the interests of the
Corporation, shall not use any information he may acquire with respect to the
business and affairs of the Corporation or its affiliates for his own purposes
or for any purposes other than those of the Corporation or its affiliates.
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ARTICLE FOUR -- TERMINATION
4.1 TERMINATION OF AGREEMENT. The Corporation may terminate this Agreement
at any time by giving the Consultant sixty (60) days' written notice. The
Consultant may terminate this Agreement at any time by giving the Corporation
sixty (60) days' written notice. The obligations of the Consultant under this
Agreement shall terminate upon the earlier of the Consultant ceasing to be
retained by the Corporation or the termination of this Agreement by the
Corporation or the Consultant.
ARTICLE FIVE -- CAPACITY
5.1 CAPACITY OF CONSULTANT. It is acknowledged by the parties hereto that
the Consultant is being retained by the Corporation in the capacity of
independent contractor and not as an employee of the Corporation. The
Consultant and the Corporation acknowledge and agree that this
Agreement does not create a partnership or joint venture between them.
5.2 MANAGEMENT INFORMATION. The Consultant shall receive regular reports
from the management committee of the corporation to ensure that the
Consultant is fully informed regarding the operation of the Company and
that the Consultants needs information are presented to the management
of the Corporation.
ARTICLE SIX -- GENERAL CONTRACT PROVISIONS
6.1 NOTICES. All notices, requests, demands or other communications
(collectively, "Notices") by the terms hereof required or permitted to be given
by one party to any other party, or to any other person shall be given in
writing by personal delivery or by registered mail, postage prepaid, or by
facsimile transmission to such other party as follows:
(a) To the Corporation at: 999 Barton Street, Stoney Creek,
Ontario L8E 5H4
Fax (905) 643-1442
(b) To the Consultant at: 12 Country Club Drive, Toronto,
ON M9A 3J4.
Fax (416) 239-9635
or at such other address as may be given by such person to the other parties
hereto in writing from time to time.
All such Notices shall be deemed to have been received when delivered
or transmitted, or, if mailed, 48 hours after 12:01 a.m. on the day following
the day of the mailing thereof. If any Notice shall have been mailed and if
regular mail service shall be interrupted by strikes or other irregularities,
such Notice shall be deemed to have been received 48 hours after 12:01 a.m. on
the day following the resumption of normal mail service, provided that during
the period that regular mail service shall be interrupted all Notices shall be
given by personal delivery or by facsimile transmission.
6.2 ADDITIONAL CONDITIONS. The parties shall sign such further and other
documents, cause such meetings to be held, resolutions passed and by-laws
enacted, exercise their vote and influence, do and perform and cause to be done
and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to this Agreement and every part thereof.
6.3 COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which so executed shall be deemed to be an original and such
counterparts together shall be but one and the same instrument.
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6.4 TIME OF THE ESSENCE. Time shall be of the essence of this Agreement
and of every part hereof and no extension or variation of this Agreement shall
operate as a waiver of this provision.
6.5 ENTIRE AGREEMENT. This Agreement constitutes the entire Agreement
between the parties with respect to all of the matters herein and its execution
has not been induced by, nor do any of the parties rely upon or regard as
material, any representations or writings whatever not incorporated herein and
made a part hereof and may not be amended or modified in any respect except by
written instrument signed by the parties hereto. Any schedules referred to
herein are incorporated herein by reference and form part of the Agreement.
6.6 ENUREMENT. This Agreement shall enure to the benefit of and be binding
upon the parties and their respective legal personal representatives, heirs,
executors, administrators or successors.
6.7 ASSIGNMENT. This Agreement is personal to the Consultant and may not
be assigned by the Consultant without the consent of the Corporation.
6.8 CURRENCY. Unless otherwise provided for herein, all monetary amounts
referred to herein shall refer to the lawful money of Canada.
6.9 HEADINGS FOR CONVENIENCE ONLY. The division of this Agreement into
articles and sections is for convenience of reference only and shall not affect
the interpretation or construction of this Agreement.
6.10 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Ontario and the federal laws of
Canada applicable therein and each of the parties hereto agrees irrevocably to
conform to the non-exclusive jurisdiction of the Courts of such Province.
6.11 GENDER. In this Agreement, words importing the singular number shall
include the plural and vice versa, and words importing the use of any gender
shall include the masculine, feminine and neuter genders and the word "person"
shall include an individual, a trust, a partnership, a body corporate, an
association or other incorporated or unincorporated organization or entity.
6.12 CALCULATION OF TIME. When calculating the period of time within which
or following which any act is to be done or step taken pursuant to this
Agreement, the date which is the reference date in calculating such period
shall be excluded. If the last day of such period is not a Business Day, then
the time period in question shall end on the first business day following such
non-business day.
6.13 LEGISLATION REFERENCES. Any references in this Agreement to any law,
by-law, rule, regulation, order or act of any government, governmental body or
other regulatory body shall be construed as a reference thereto as amended or
re-enacted from time to time or as a reference to any successor thereto.
6.14 SEVERABILITY. If any Article, Section or any portion of any Section of
this Agreement is determined to be unenforceable or invalid for any reason
whatsoever that unenforceability or invalidity shall not affect the
enforceability or validity of the remaining portions of this Agreement and such
unenforceable or invalid Article, Section or portion thereof shall be severed
from the remainder of this Agreement.
6.15 TRANSMISSION BY FACSIMILE. The parties hereto agree that this
Agreement may be transmitted by facsimile or such similar device and that the
reproduction of signatures by facsimile or such similar device will be treated
as binding as if originals and each party hereto undertakes to provide each and
every other party hereto with a copy of the Agreement bearing original
signatures forthwith upon demand.
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IN WITNESS WHEREOF the parties have duly executed this Consulting
Agreement as of the 1st day of April 2000.
SIGNED, SEALED AND DELIVERED
in the presence of
/s/Michael Boyd
--------------------------------
Michael Boyd
/s/Warren Arseneau
--------------------------------
Warren Arseneau , President
RTICA Inc.
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