EXHIBIT 10.18
CONSULTING AGREEMENT
THIS AGREEMENT is made and dated for reference the first day of January, 1999.
DYNAMOTIVE TECHNOLOGIES CORPORATION
-----------------------------------
105-1700 West 75th Avenue,
Vancouver, British Columbia V6P 6G2
(the "Company")
AND
RUSHWIND LTD,
-------------
Africa House,
Woodbourne Road,
Douglas, Isle of Man 1M99 1AW
(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
-----------
1.01 The Company appoints the Consultant and the Consultant accepts the
appointment, to act as an Advisor ("Appointment") to 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
-----------------
2.01 This Agreement shall commence on the date first appearing in this Agreement
and shall continue for two years ending on December 31, 2000, renewable
thereafter, subject to a mutual agreement between the Company and the
Consultant.
PART 3
NO AGENCY
---------
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
Advisor of the Company, the Consultant may enter into contracts or bind the
Company within the authority granted to the Advisor by a resolution approved by
the Board of Directors of the Company, from time to time.
PART 4
DUTIES OF THE CONSULTANT
------------------------
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.
As Advisor, the Consultant will be responsible for providing market intelligence
and strategy to the Company.
PART 5
CONSULTING FEE
--------------
5.01 In consideration of the performance by the Consultant of its obligations
under this Agreement, the Company shall pay to the Consultant during the first
year, a consulting fee in the amount of U.S. $6,666.66 per month which must be
applied to exercise 200,000 options to purchase common shares of the Company at
U.S. $.40 per share, such options shall expire on October 28, 2001; during the
commencement of the second year of the agreement, the Company shall pay the
Consultant U.S. $8,333,33 per month, which must be applied to exercise 200,000
options to purchase common shares of the Company at U.S. $.50 per share; such
options shall expire on January 31, 2001. The Consultant shall invoice the
Company monthly and the Company will issue the appropriate number of shares
against such invoices aggregated quarterly. All other terms and conditions of
the options are as set out in the Stock Option Agreement attached as Schedule A.
5.02 In addition, the Consultant shall be granted 100,000 stock appreciation
rights ("SAR's") at an Initial Value per SAR of U.S. $.40 with termination 5
years from date of issue. Vesting is subject to the following specific
performance criteria:
(a) 1/3 of all such issued SAR's may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $30
million for a consistent twenty (20) day trading period; and
(b) 1/3 of all such issued SAR's may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $50
million for a consistent twenty (20) day trading period; and
(c) 1/3 of all such issued SAR's may only be redeemed upon the
Company achieving a Capitalized Stock Value of U.S. $100
million for a consistent twenty (20) day trading period.
Upon the Company achieving each aggregate Capitalized Stock Value as
set forth above, the Participant's corresponding SAR's shall be fully
vested ("Vested SAR's") at all times until expiration, and the
Participant shall be entitled to require the Company to redeem his
SAR's in accordance with the provisions of Section 7. Any dispute as
to whether any of the above vesting benchmarks have been met shall be
conclusively settled in the good faith determination of the Company's
Board.
All other terms and conditions shall apply as set out in the Stock
Appreciation Rights Plan attached as Schedule C.
5.03 During the second year of the Agreement, the Consultant shall be granted
100,000 options to purchase common shares at U.S. $.50 per share which shall
expire January 31, 2005 and shall vest upon commencement of the second year of
this agreement. All other terms and conditions of the options are as set out in
the Stock Option Agreement attached as Schedule B.
PART 6
EXPENSES AND DISBURSEMENTS
--------------------------
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
----------------------
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
RUSHWIND LIMITED
----------------
8.01 It is understood and agreed that the Company has entered into this
Agreement by assurances and representations of Ruswind Limited and that the
services of Rushwind Limited shall be available to the Company on a part time
basis. In the event that the Consultant shall leave the employ of or sell its
interest in or resign its position, then the Company shall have the right to
forthwith terminate this Agreement upon (30) days notice in writing to the
Consultant.
PART 9
CONFIDENTIALITY
---------------
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. A Non-Disclosure Agreement attached hereto
is an integral part of this Agreement and is attached as Schedule D.
PART 10
TERMINATION
-----------
10.01 Either party may give 30 days written notice of intention to terminate
this Agreement, which shall terminate accordingly.
PART 11
NO FURTHER OBLIGATION
---------------------
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
NON-COMPETITION
---------------
12.01 In the event of termination of this Agreement, the Consultant agrees not
to accept employment with any person, company, partnership or other business
enterprise which is directly competing in any of the Company's businesses at the
time of termination nor will the Consultant otherwise independently compete in
all cases for a period of one year from the date of termination.
PART 13
TERMINATION UPON DEFAULT
------------------------
13.01 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.
PART 14
NOTICE
-------
14.01 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:
105-1700 West 75th Avenue,
Vancouver, B.C. V6P 6G2
or addressed to the Consultant at:
Africa House,
Woodbourne Road,
Douglas, Isle of Man 1M99 1AW
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 15
ENUREMENT
---------
15.01 This Agreement shall be binding upon and enure to the benefit of the
parties hereto and their permitted successors and assigns.
PART 16
ASSIGNMENT
----------
16.01 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.
TO EVIDENCE THEIR AGREEMENT each of the parties has executed this Agreement as
set out below.
DYNAMOTIVE TECHNOLOGIES CORPORATION
Per: /s/ Richard Lin
--------------------------------
Authorized Signatory
RUSHWIND LTD.
Per: /s/ Wendy N des Baines
--------------------------------
Authorized Signatory
SCHEDULE A
STOCK OPTION AGREEMENT
This Agreement effective this First day of January, 2000.
BY AND BETWEEN:
Rushwind Ltd.
Africa House,
Woodbourne Road,
Douglas, Isle of Man 1M99 1AW
(hereinafter referred to as "CONSULTANT")
AND
DYNAMOTIVE TECHNOLOGIES CORPORATION
105-1700 West 75th Avenue
Vancouver, B.C. V6P 6G2
(hereinafter referred to as "DynaMotive").
WHEREAS, DynaMotive has commissioned the CONSULTANT to provide consulting
services to the Company.
WHEREAS, DynaMotive desired to grant the CONSULTANT an option to purchase Common
Shares in the Company.
NOW THEREFORE IT IS AGREED:
1. DynaMotive grants the CONSULTANT an option to purchase a total of two
hundred thousand (200,000) Common Shares (hereinafter called the
"Options") at an exercise price of U.S. $.50 per share (subject to
adjustment as hereinafter provided); such option shall terminate on
January 31, 2001 ("Termination Date"). The Options provided herein
shall vest upon presentation of invoices for the Base Consulting Fee as
set out in paragraph 5.01 of the Consulting Agreement.
2. Such Options may be exercised at the discretion of the CONSULTANT.
3. In order to exercise the options, the CONSULTANT shall, no later than
the close of business (Vancouver time) on the Termination Date give
written notice to DynaMotive of the intention to exercise the Option in
whole or in part, such notice to be accompanied by
cash or certified cheque, payable to DynaMotive Technologies
Corporation in the appropriate amount, or an invoice for services
rendered. After receipt of such notice, DynaMotive shall issue a
Treasury Order to its Registrar and Transfer Agent for the required
number of Common Shares.
4. The Options granted may not be assigned nor transferred in whole or in
part.
5. The Option shall be in full force and effect and exercisable until the
Termination Date. However, should the CONSULTANT die during the term of
the Option, any unexercised portion of the Option shall be available
for exercise by the CONSULTANT's estate within twelve (12) months after
the date of the CONSULTANT's death.
6. The exercise of this Option or any amendments to this Agreement may be
subject to the prior approval, where necessary, by certain securities
legislation or jurisdictions.
7. In the event that there is any material change in the Common Shares of
DynaMotive through the declaration of stock dividends or stock splits
or consolidations or exchanges of shares, the number of Common Shares
subject to Option and the Option price thereof shall be adjusted
appropriately by the Board of Directors and such adjustment shall be
effective and binding for all purposes of this Agreement.
8. In the event that DynaMotive shall amalgamate, consolidate with, or
merge into another corporation, the CONSULTANT will thereafter receive,
upon the exercise of the Option, the securities or property to which a
holder of the number of Common Shares then deliverable upon the
exercise of the within Option would have been entitled to upon such
amalgamation, consolidation, or merger and DynaMotive will take steps
in connection with such amalgamation, consolidation, or merger as
may be necessary to ensure that those provisions hereof shall
thereafter be applicable, as near as reasonably may be, in relation to
any securities or property thereafter deliverable upon the exercise of
the Option granted herein. A sale of all or substantially all of the
assets of DynaMotive for a consideration (apart from the assumption of
obligations) a substantial portion of which consists of securities
shall be deemed a consolidation, amalgamation or merger for the
purposes hereof.
9. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and upon the successors or assigns of DynaMotive and
upon the executors, administrators and legal personal representatives
of the CONSULTANT.
10. This Agreement shall be governed, construed and enforced according to
the laws of the Province of British Columbia and is subject to the
exclusive jurisdiction of the courts of the Province of British
Columbia.
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as
of the day and year first above written.
THE COMMON SEAL OF DYNAMOTIVE )
TECHNOLOGIES CORPORATION )
was hereunto affixed in the )
presence of: ) C/S
/s/ Richard Lin
- ------------------------------- )
)
SIGNED, SEALED AND DELIVERED )
by CONSULTANT in the presence of: )
)
)
/s/ Martin Corlett )
- ------------------------------- )
Name )
) /s/ Wendy N des Baines
) --------------------------
) RUSHWIND LIMITED
COMPANIES REGISTRY )
- ------------------------------- )
Address )
)
FINCH ROAD )
- ------------------------------- )
)
DOUGLAS IM1 2SB )
- ------------------------------- )
Occupation
MARTIN CORLETT
COMMISSIONER FOR OATHS
SCHEDULE B
STOCK OPTION AGREEMENT
This Agreement effective this First day of January, 2000.
BY AND BETWEEN:
Rushwind Ltd.
Africa House,
Woodbourne Road,
Douglas, Isle of Man 1M99 1AW
(hereinafter referred to as "CONSULTANT")
AND
DYNAMOTIVE TECHNOLOGIES CORPORATION
105-1700 West 75th Avenue
Vancouver, B.C. V6P 6G2
(hereinafter referred to as "DynaMotive").
WHEREAS, DynaMotive has commissioned the CONSULTANT to provide consulting
services to the Company.
WHEREAS, DynaMotive desired to grant the CONSULTANT an option to purchase Common
Shares in the Company.
NOW THEREFORE IT IS AGREED:
1. DynaMotive grants the CONSULTANT an option to purchase a total of one
hundred thousand (100,000) Common Shares (hereinafter called the
"Options") at an exercise price of U.S. $.50 per share (subject to
adjustment as hereinafter provided); such option shall terminate on
January 31, 2005 ("Termination Date"). The Options provided herein
shall vest upon commencement of the second year of the Consulting
Agreement as set out in paragraph 5.03 of the Consulting Agreement.
2. Such Options may be exercised at the discretion of the CONSULTANT.
3. In order to exercise the options, the CONSULTANT shall, no later than
the close of business (Vancouver time) on the Termination Date give
written notice to DynaMotive of the intention to exercise the Option in
whole or in part, such notice to be accompanied by
cash or certified cheque, payable to DynaMotive Technologies
Corporation in the appropriate amount. After receipt of such notice,
DynaMotive shall issue a Treasury Order to its Registrar and Transfer
Agent for the required number of Common Shares.
6. The Options granted may not be assigned nor transferred in whole or in
part.
7. The Option shall be in full force and effect and exercisable until the
Termination Date. However, should the CONSULTANT die during the term of
the Option, any unexercised portion of the Option shall be available
for exercise by the CONSULTANT's estate within twelve (12) months after
the date of the CONSULTANT's death.
6. The exercise of this Option or any amendments to this Agreement may be
subject to the prior approval, where necessary, by certain securities
legislation or jurisdictions.
7. In the event that there is any material change in the Common Shares of
DynaMotive through the declaration of stock dividends or stock splits
or consolidations or exchanges of shares, the number of Common Shares
subject to Option and the Option price thereof shall be adjusted
appropriately by the Board of Directors and such adjustment shall be
effective and binding for all purposes of this Agreement.
8. In the event that DynaMotive shall amalgamate, consolidate with, or
merge into another corporation, the CONSULTANT will thereafter
receive, upon the exercise of the Option, the securities or property
to which a holder of the number of Common Shares then deliverable
upon the exercise of the within Option would have been entitled to
upon such amalgamation, consolidation, or merger and DynaMotive will
take steps in connection with such amalgamation, consolidation, or
merger as may be necessary to ensure that those provisions hereof
shall thereafter be applicable, as near as reasonably may be, in
relation to any securities or property thereafter deliverable upon
the exercise of the Option granted herein. A sale of all or
substantially all of the assets of DynaMotive for a consideration
(apart from the assumption of obligations) a substantial portion
of which consists of securities shall be deemed a consolidation,
amalgamation or merger for the purposes hereof.
9. This Agreement shall enure to the benefit of and be binding upon the
parties hereto and upon the successors or assigns of DynaMotive and
upon the executors, administrators and legal personal representatives
of the CONSULTANT.
10. This Agreement shall be governed, construed and enforced according to
the laws of the Province of British Columbia and is subject to the
exclusive jurisdiction of the courts of the Province of British
Columbia.
IN WITNESS WHEREOF the parties hereto have hereunto executed this Agreement as
of the day and year first above written.
THE COMMON SEAL OF DYNAMOTIVE )
TECHNOLOGIES CORPORATION )
was hereunto affixed in the )
presence of: ) C/S
)
/s/ Richard Lin )
- ------------------------------- )
)
SIGNED, SEALED AND DELIVERED )
by CONSULTANT in the presence of: )
)
)
/s/ Wendy N des Baines )
- ------------------------------- )
Name )
)
/s/ Martin Corlett )
- ------------------------------- ) /s/ Wendy N des Baines
) ----------------------------------
) RUSHWIND LIMITED
COMPANIES REGISTRY )
- ------------------------------- )
Address )
)
FINCH ROAD )
- ------------------------------- )
)
DOUGLAS IM1 2SB )
- ------------------------------- )
Occupation
MARTIN CORLETT
COMMISSIONER FOR OATHS
SCHEDULE C
Rushwind Ltd.
Africa House,
Woodbourne Road,
Douglas, Isle of Man 1M99 1AW
Re: 1998 STOCK APPRECIATION RIGHTS AGREEMENT
In accordance with the DynaMotive Technologies Corporation 1998 Stock
Appreciation Rights Plan (the "Plan"), this 1998 Stock Appreciation Rights
Agreement (the "Agreement") hereby evidences the issuance to you by DynaMotive
Technologies Corporation of an award of 100,000 stock appreciation rights
("SAR's"). The SAR's awarded to you have an Initial Value per SAR of U.S. $.40
as approved by the Board; the Redemption Price will be valued in accordance with
the terms, definitions and provisions of the Plan, which are incorporated herein
by reference.
The SAR's awarded to you shall be used solely as a device for the
measurement and determination of the amount of ordinary compensation to be paid
to you as provided in the Plan, and are not intended to provide you with any
special tax benefits. Moreover, you shall have no rights as a shareholder of the
Company by virtue of having been awarded SAR's under the Plan and shall have
only the rights specifically provided in the Plan.
By executing this Agreement. you acknowledge receipt of a copy of the
Plan., which is attached hereto as an exhibit and represent that you have
read the terms and provisions of the Plan and accept this award of SAR's subject
to all of the terms and provisions thereof.
DYNAMOTIVE TECHNOLOGIES CORPORATION
By: /s/ Richard Lin
-------------------------------
Name: Richard C.H. Lin
Title: Chairman
Agreed to this _____ day of ___________, 1999.
/s/ Wendy N des Baines
- ---------------------------------------
Rushwind Limited
SCHEDULE D
NON-DISCLOSURE AGREEMENT
THIS AGREEMENT is dated for reference the 7TH day of NOVEMBER, 2000
--- --------
BETWEEN:
DYNAMOTIVE TECHNOLOGIES CORPORATION, a British Columbia company having
a place of business at 105 - 1700 West 75th Avenue, Vancouver, British
Columbia, V6P 6G2
("Disclosing Party")
AND:
RUSHWIND LIMITED, a business having its principal office at Africa
House, Woodbourne Road, Douglas, Isle of Man 1M99 1AW
("Receiving Party")
WHEREAS:
A. the Disclosing Party is in the business of environmental and renewable
energy technologies;
B. the Receiving Party is in the business of investment & business
----------------------
advisory services.
C. the Disclosing Party and the Receiving Party intend to investigate
collaborative business opportunities (the "Purpose");
D. in order to fulfill the Purpose the Disclosing Party may disclose
information that is not available to the general public to the
Receiving Party (the "Confidential Information"), including without
limitation, BioOil information, trade secrets, financial, corporate,
marketing, product, research, technical, manufacturing and/or personnel
information or any other information, in any form or media, relating to
the Disclosing Party, its affiliates, associates and/or other related
entities (collectively "Related Entities") and/or to any of their
respective customers, suppliers and other business partners
(collectively "Business Partners"), specifically identified as
confidential by the Disclosing Party at, or prior to, the time of its
disclosure, or the nature of which is such that it would generally be
considered confidential in the industry in which the Disclosing Party
operates; and
E. the disclosure of any Confidential Information to third parties would
cause harm to the Disclosing Party, its Related Entities and Business
Partners;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the Disclosing
Party disclosing Confidential Information to the Receiving Party and of the
covenants and agreements contained in this Agreement, the parties agree as
follows:
1. TREATMENT OF CONFIDENTIAL INFORMATION - The Receiving Party covenants
that, except as specifically set out in paragraph 2, it will deal with
any of the Confidential Information which it receives or gains access
to, in accordance with the terms and conditions of this Agreement.
2. EXCLUSIONS - The terms and conditions of this Agreement shall not apply
to any Confidential Information which the Receiving Party can
establish:
a) is, or becomes, readily available to the public other than
through a breach of the obligations set out in this Agreement;
or
b) was disclosed, lawfully and not in breach of any contractual
or other legal obligation, to the Receiving Party by a third
party.
3. OWNERSHIP OF CONFIDENTIAL INFORMATION - The Receiving Party
acknowledges that the Confidential Information, including all patent
rights, trade secrets, copyrights and all other intellectual property
and proprietary rights related thereto, is and shall be the sole and
exclusive property of the Disclosing Party, its Related Entities or
Business Partners as appropriate, and shall be held in trust by the
Receiving Party for these persons. The Receiving Party acknowledges
that it shall not acquire any right, title or interest in or to the
Confidential Information or to any intellectual property or other
proprietary rights related thereto.
4. DISCLOSURE - The Receiving Party shall keep all of the Confidential
Information in strict confidence and shall not, without the prior
written consent of the Disclosing Party, directly or indirectly,
disclose, allow access to, transmit, transfer or make available to any
person, firm, company, consultant, partnership, entity or other party
(each a "Person"), for any use whatsoever, any Confidential
Information, other than to a Person who:
a) is an officer, director, employee or consultant of the
Receiving Party;
b) has a need to know such Confidential Information to facilitate
the fulfilment of the Purpose; and
c) has executed a non-disclosure or other agreement with the
Receiving Party which prohibits the disclosure of the
Confidential Information on terms that are consistent with the
provisions of this Agreement.
Notwithstanding the foregoing, to the extent the Receiving Party can
establish that it is required by law to disclose any Confidential
Information it shall be permitted to do so, provided that notice of the
requirement to disclose is first delivered to the Disclosing Party at
the address set out above in a timely manner, so that the Disclosing
Party has the opportunity to contest this potential disclosure.
5. USE OF CONFIDENTIAL INFORMATION - The Receiving Party shall use any
Confidential Information disclosed hereunder solely to fulfill the
Purpose and shall not, either directly or indirectly, use the
Confidential Information for any other reason or in any other manner.
6. REPRODUCTION/SECURITY - Except as reasonably required to fulfill the
Purpose, the Receiving Party shall not, either directly or indirectly,
copy or reproduce Confidential Information in any manner or medium. The
Receiving Party shall ensure that any such copy of Confidential
Information is clearly marked, or otherwise identified, as confidential
and proprietary to the Disclosing Party. The Receiving Party shall
ensure that all Confidential Information, and all copies thereof, are
stored in a secure place while in the Receiving Party's possession,
custody, charge or control.
7. RETURN OF CONFIDENTIAL INFORMATION - Upon fulfilment of the Purpose, or
at any time upon request by the Disclosing Party, the Receiving Party
shall immediately return to the Disclosing Party all Confidential
Information, and all copies thereof, in the Receiving Party's
possession, charge, control or custody and shall ensure that any third
party to which it has disclosed the Confidential Information does the
same. This agreement shall survive to the fullest extent and time as
permitted by law.
8. EQUITABLE RELIEF - The Receiving Party acknowledges that a breach of
this Agreement will result in irreparable and immediate harm to the
Disclosing Party and agrees that in the event of such a breach, the
Disclosing Party shall be entitled to equitable relief by way of
temporary or permanent injunction and to seek such other relief that
any court may deem just and proper.
9. NO REPRESENTATIONS OR WARRANTIES - The Receiving Party acknowledges and
agrees that:
a) this Agreement does not constitute any representation,
warranty or guarantee by the Disclosing Party that the
Confidential Information does not infringe any third party
rights; and
b) the Disclosing Party shall not be liable for any errors or
omissions in the Confidential Information or the use or the
results of the use of the Confidential Information.
10. NO OBLIGATION - Nothing in this Agreement obligates the Disclosing
Party to make any particular disclosure of Confidential Information.
11. INDEMNITY - The Receiving Party shall indemnify and hold the Disclosing
Party harmless from and against any and all claims, suits, losses,
damages, costs or expenses, including reasonable attorney fees,
incurred or suffered by the Disclosing Party as a result of the
Receiving Party, or its officers, directors, employees or consultants,
using or disclosing the Confidential Information other than in
accordance with this Agreement, whether this use or disclosure is done
negligently or otherwise.
12. GOVERNING LAW - This Agreement shall be governed and construed in
accordance with the laws in force in the Province of British Columbia.
The courts of British Columbia shall have non-exclusive jurisdiction to
hear any matters arising in connection with this Agreement.
13. ENTIRE AGREEMENT - This Agreement constitutes the entire agreement
between the parties with respect to the subject matter of this
Agreement and cancels and supersedes any prior discussions,
correspondence, understandings, agreements or communication of any
nature relating to the subject of this Agreement.
14. ASSIGNMENT - This Agreement may not be assigned by either party without
the prior written consent of the other.
15. RECITALS INCLUDED - The recitals set out in the preamble of this
Agreement shall be deemed to be included in, and form an integral part
of this Agreement.
16. TERM - This Agreement is to remain in effect for five (5) years after
the effective date of execution.
17. COUNTERPARTS - This Agreement may be executed in one or more
counterparts each of which when executed by any of the parties shall be
deemed to be an original, and all such counterparts shall together
constitute one and the same Agreement. This Agreement may be delivered
by facsimile transmission by either party to the other.
IN WITNESS WHEREOF the parties have executed this Agreement:
DYNAMOTIVE TECHNOLOGIES RUSHWIND LIMITED
CORPORATION
/S/ Wendy N des Baines
Per: /s/ Richard Lin Per: /s/ Wendy N des Baines
-------------------------- ---------------------------
Signature Signature
Richard Lin Wendy N des Baines
--------------------------- -------------------------------
Name Name
Chairman Director
--------------------------- -------------------------------
Position Position