CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made as of the 12th day of April, 2000.
B E T W E E N:
VHS NETWORK, INC.,
a company incorporated under the laws
of the State of Florida
(hereinafter called the "Company")
- and -
G.C. CONSULTING AND INVESTMENT CORP.,
a corporation incorporated under the laws of the Provinc
of
Ontario,
(hereinafter called the "Consultant")
- and -
GANG CHAI,
of Toronto, Ontario
(hereinafter called the "Executive")
WHEREAS the Company wishes to confirm that it has retained the
services of the Consultant effective March 1, 2000, and the Consultant has
agreed to accept such assignment, upon the terms and conditions hereinafter set
forth;
AND WHEREAS the Consultant has agreed with the Company to
appoint, exclusively, the Executive as the Consultant's representative to
perform the Consultant's obligations hereinafter set out;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration
of the premises and the mutual promises and agreements herein contained (the
receipt and sufficiency of which are hereby acknowledged by each of the
parties), the parties hereto covenant and agree as follows:
SECTION 1 e
Engagement e
------------
1.1 Engagement
The Company hereby engages the Consultant as a self-employed
independent contractor to provide the services of the Executive, and the
Consultant hereby agrees to accept such assignment, upon and subject to the
terms and conditions hereinafter set forth.
1.2 Duties of the Consultant and the Executive
1
(a) The Consultant and the Executive agree to diligently perform such services,
duties and responsibilities as may from time to time be mutually agreed to with
the Company, with a standard of care, diligence and quality that is commensurate
with industry practice in Canada and the United States. Neither the Consultant
nor the Executive shall be under the direct control, management or supervision
of the Company in the performance of such services, but the Consultant will
accept direction from the Company's Chief Executive Officer in the performance
of the Consultant's duties and shall submit reasonable written reports to the
Company concerning the performance of such services, as the Company may request
from time to time.
(b) The Consultant and the Executive agree that any failure to discharge the
duties and responsibilities assigned to the Executive in accordance with Section
1.2(a) herein, if not remedied after reasonable notice, constitutes both a
breach of this Agreement and cause for termination of this Agreement without
notice or compensation in lieu of notice.
(c) While engaged on any matter, the Consultant shall cause the Executive
(except in the case of illness or accident) to devote such of his time,
attention and energy as is necessary to such matter. In order to perform the
duties and responsibilities hereunder, the Executive will be reasonably
available at such times and locations as the Consultant and the Company may
reasonably and mutually agree. Without limitation, the Company and the
Consultant may mutually agree that some of the services to be provided by the
Executive hereunder may be carried out at his home or personal office.
(d) The parties acknowledge and agree that the Executive is the sole holder of
common shares of the Consultant and a director of the Company and that the
Executive shall be performing the duties and responsibilities provided for
hereunder as the representative of the Consultant. The parties further
acknowledge and agree that the services herein covered are in addition to the
normal services and advice that would be provided by the Executive in his
capacity as a director of the Company.
(e) Each of the Consultant and the Executive shall, in performance of their
respective obligations pursuant to this Agreement, comply with all
applicable laws, rules, regulations and bylaws of Canada and of each
province and municipal subdivision thereof in which the Consultant or
the Executive is providing services to the Company. The Consultant and
the Executive shall be responsible for obtaining all necessary permits
and licenses and complying with all applicable codes and regulations in
connection with such permits and licences. The Consultant and the
Executive shall take reasonable safety and health precautions during
the provision of the services hereunder. Notwithstanding the
independence of the Consultant and the Executive in performing such
services, the Consultant and the Executive, in performing such
services, agree to comply with the policies, standards, procedures,
conventions, techniques, rules and regulations of the Company which are
from time to time in force, and which are brought to the attention of
the Consultant or the Executive or those of which the Consultant or the
Executive should reasonably be aware, including, without limitation,
workplace safety policies, human rights policies and legal requirements
2
concerning all aspects of the dealings of the Consultant or the Executive
with the Company or the Company's employees.
1.3 Engaging in Other Activities
The Company and the Consultant acknowledge that the performance of the
duties of the Consultant hereunder is on a non-exclusive basis and that it is
free to perform other consulting activities, provided that same do not conflict
with the obligations of the Consultant to the Company and that such activities
are not for or on behalf of a competitor of the Company. The Consultant and the
Executive acknowledge and agree that any violation of this Section shall be
cause for termination of this Agreement without notice or compensation in lieu
of notice.
1.4 Corporate Information
The Company agrees to cooperate with the Consultant and to provide such
information, financial records and documents as may facilitate the performance
of the services hereunder.
SECTION 2
Remuneration and Expenses
-------------------------
2.1 Consulting Fee
The Company agrees to pay to the Consultant during the term of this
Agreement for the services provided hereunder a monthly fee (the "Fee") of CDN
$7,833.34, plus applicable goods and services tax, payable on the first day of
each month for the term of this Agreement. Provided, however, that the Company
shall not be obligated to make payment to the Consultant so long as the
Consultant has, in the reasonable opinion of the Company, failed to rectify in a
manner satisfactory to the Company any adverse departure from any performance
schedule applicable to any of the services or any breach of this Agreement.
2.2 Expenses
The Company shall compensate the Consultant for all reasonable,
documented out-of-pocket expenses incurred in performance of the services
hereunder including, but not limited to, travel expenses, long distance
telephone calls, computer time and supplies. Such expenses incurred by the
Consultant shall be reimbursed the Company against submission of appropriate
vouchers or invoices in accordance with such reasonable guidelines as may be
established by the board of directors of the Company from time to time provided
that any expense over $250.00 must be pre-approved in writing by the Company. In
addition the Consultant shall receive CDN $600 per month for automobile
expenses.
3
SECTION 3
Term of Engagement
------------------
3.1 Term
The term of this Agreement shall commence with effect from March 1,
2000 for a term of one year and shall be renewed for successive one year terms
thereafter unless terminated in accordance with the provisions of this
Agreement.
SECTION 4
Termination
-----------
4.1 Termination
(a) This Agreement shall terminate upon the Executive's death and may be
terminated immediately at the option of the Company upon written notice
to the Consultant in the event that the Executive is unable to carry
out the services herein for a period of 150 consecutive business days
or more or for periods aggregating 180 business days in any period of
365 days.
(b) Notwithstanding anything in this Agreement, the Company may at its
option terminate this Agreement on thirty (30) days' written notice to
the Consultant if the Executive ceases to be the exclusive
representative of the Consultant under this Agreement.
(c) In the event that the Executive ceases to provide the services
described herein on behalf of the Consultant, the Company may at its
sole option permit the Consultant to name a successor Executive,
subject to the consent of the Company, who shall be subject to, and
shall execute a copy of this Agreement, and shall continue to perform
the services required of the Consultant hereunder.
(d) Except as otherwise provided in this Agreement, neither the Company,
the Consultant nor the Executive shall be entitled to terminate this
Agreement during the initial one (1) year term however, thereafter the
Company, the Consultant or the Executive may terminate this Agreement
by providing written notice to the other parties at least three (3)
months' prior to the commencement of a successive one year term.
Notwithstanding this Section, the Company may terminate this Agreement
upon prepaying to the Consultant the Fee in lieu of such notice
contemplated in this Section.
(e) The Company may terminate this Agreement for cause, at any time,
without notice or compensation in lieu of notice. It is understood and
agreed that cause includes, without limitation, any material breach of
the provisions of this Agreement by the Consultant or the Executive, or
any conduct of the Consultant or the Executive which in the opinion of
the Company, acting reasonably, tends to bring himself, itself or the
Company into disrepute.
(f) The parties confirm that the provisions contained in this Section 4 are
valid and reasonable and are fair and equitable and that the parties
agree that upon termination of this Agreement, in compliance with the
4
provisions of this Agreement, neither the Consultant nor the Executive
shall have any action, cause of action, claim or demand against the
Company or any other person as a consequence of such termination.
SECTION 5
Confidentiality and Non-Competition
-----------------------------------
5.1 Confidentiality
(a) The Executive agrees that all information concerning the business and
affairs of the Company or its subsidiaries, affiliated corporations or
associates, which he may have learned while providing the services
hereunder ("Confidential Information"), is the property of the Company
and shall remain so and that the disclosure of any Confidential
Information would be highly detrimental to the best interests of the
Company and could severely damage the economic interests of the
Company. Except as otherwise herein provided, the Executive agrees that
during the term of this Agreement, and thereafter, the Executive will
hold in strictest confidence, will take all necessary precautions
against unauthorized disclosure of, and will not use or disclose to any
person, firm or company, without the written authorization of an
officer of the Company, any of the Confidential Information, except as
such use or disclosure may be required in connection with the work of
the Executive for the Company. The Executive understands that this
Agreement applies to computerized as well as written information.
(b) Upon or after the termination of this Agreement, the Executive agrees
that he will not take with him any Confidential Information that is in
written, computerized, machine-readable, model, sample, or other form
capable of physical delivery, without the prior written consent of an
officer of the Company. The Executive also agrees that upon the
termination of this Agreement, the Executive shall deliver promptly and
return to the Company all such materials, along with all other property
of the Company, in his possession, custody or control and the Executive
shall make no further use of same. Should any such items be discovered
by the Executive after the termination of this Agreement, the Executive
agrees to return them promptly to the Company without retaining copies
of any kind.
5.2 Non-Competition
The Consultant and the Executive agree that during the currency of this
Agreement, neither the Consultant nor the Executive shall, without the
express written consent of the Company, directly or indirectly, either
individually or in a partnership, or jointly or in conjunction with any
person, be engaged by, consult with or advise, manage, own shares in
the capital of, lend money to or guarantee the debts or obligations of,
or permit his name or any part thereof, to be used or employed by any
other business entity or person competitive with the Company's
business.
5
SECTION 6
Miscellaneous
-------------
6.1 Agency
Nothing herein contained shall constitute the Corporatio or the
Consultant the agent of the other. The relationship herein created
shall be that of independent contractors acting at arm's length.
(a) Any notice required or permitted to be given to the Company shall be
sufficiently given if mailed by registered mail or sent by facsimile
transmission to the Company's Head Office at its address last known to
the Consultant.
(b) Any notice required or permitted to be given to the Consultant shall be
sufficiently given if delivered to the Executive personally or if
mailed by registered mail to the Executive's address last known to the
Company.
6.3 Severability
If any provision of this Agreement or its application to any party or
circumstance is restricted, prohibited or unenforceable, such
provisions shall, as to such jurisdiction, be ineffective only to the
extent of any such restriction, prohibition or unenforceability without
invalidating the remaining provisions hereof and without affecting the
validity or enforceability of such provision or application to other
parties or circumstances.
6.4 Counterparts
This Agreement may be executed in any number of counterparts by
original or facsimile signature, each of which when executed and
delivered shall be an original but such counterparts together shall
constitute one and the same instrument.
6.5 Governing Laws
This Agreement shall be governed by and construed in accordance with
the laws of the Province of Ontario and the laws of Canada applicable
therein.
6.6 Assignment and Successors
The rights which accrue to the parties under this Agreement shall be
binding upon and enure to the benefit of the heirs, executors,
administrators, successors and permitted assigns of the parties hereto
as the case may be.
6
6.7 Independent Legal Advice
The parties hereby acknowledge that this provision shall serve as
notice to each party of being advised to arrange for such independent
legal advice with respect to this Agreement, each of the matters herein
and the implications thereof, as each party may independently deem
necessary, and that each party has either obtained such independent
legal advice or hereby waives the right thereto by signing this
Agreement.
6.8 Time of the Essence
Time shall be the essence of this Agreement and every part thereof.
6.9 Entire Agreement
This Agreement, including the recitals set out above which shall form
an integral part of this Agreement, constitutes the entire agreement
between the parties hereto pertaining to the subject matter hereof and
supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether oral or written, of the parties
hereto in connection with the subject matter hereof. No supplement,
modification, waiver or termination of this Agreement shall be binding,
unless executed in writing by the parties to be bound thereby.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
SIGNED, SEALED AND DELIVERED )
in the presence of ) VHS NETWORK, INC.
)
)
) Per: )
-----------------------------------------
A.S.O.
)
) G.C. CONSULTING AND
) INVESTMENT CORP.
)
) Per:
--------------------------------------------
) A.S.O.
)
)
- ---------------------- ) --------------------------------------------
Witness GANG CHAI
7