Consulting Agreement
This Consulting Agreement dated May 2, 2005 is by and between:
Radiate Research Inc., a Canadian corporation having it offices at 84 Hines
Road, Suite 150, Kanata, ON K2K 3G3 hereinafter called the "Client" and Mr. Ross
Tuddenham., existing under the laws of Ontario and having an address at 2072 NE
121 Rd., North Miami, Florida, USA 33181-3322 - hereinafter called "Consultant
".
WITNESSETH:
In the event of a conflict in the provisions of any attachments hereto, and the
provisions set forth in this Agreement, the provisions of such attachments shall
govern. That for and in consideration of the mutual understandings, promises,
and agreements herein contained, the parties hereto mutually agree as follows:
Services and Compensation
Consultant shall furnish such services as set forth in Attachment A, or as
amended, attached hereto, and made a part hereof on a month by month basis. As
full and complete compensation for services set forth in Attachment A or as
amended, rendered hereunder and for the discharge of all obligations hereunder,
the Client shall pay the Consultant a fee and expenses as detailed below.
Professional Fees:
This compensation package shall supersede any previous agreement the following
items and shall include:
1. $7000 CDN per month - negotiable monthly between contractor and Radiate.
Expenses:
The Consultant will bill the client for any expenses incurred relating directly
to the work. The Client will reimburse the Consultant within 30 days.
In the event that the work, as described in Attachment A, is not accepted by the
Client, the Consultant and the Client shall agree to appoint a mutually
acceptable arbitrator to determine the value of the work.
Acceptance:
The deliverables shall, "on a best effort basis", substantially conform to the
specifications contained in the Attachment A.
Confidentiality:
Consultant agrees to hold all information about the Client in the strictest
confidence throughout the Consultant's association with the Client and after
that time. No identifiable information about the Client, whether formal or
informal, will be used by the Consultant in the preparation of articles for
publication, or for any other reason outside the normal course of business
activities, without the client's approval. The Client agrees to allow the
Consultant to mention the Consultant's relationship with the Client as a
reference to other prospective Clients. The Consultant recognizes that the
Client may have trade secrets, and other proprietary information that is a
valuable, special and unique asset of the Client. The Consultant agrees not to
use any Client proprietary information for the Consultant's own benefit, or
divulge, disclose or communicate in any manner any Client proprietary
information to any third party, other than required in the normal course of
carrying out the Consultant's duties, without the prior written consent of the
Client.
Liability:
Consultant warrants to Client that the material, analysis, data, programs and
services to be rendered hereunder, will be of the kind and quality designated
and will be performed by qualified personnel and will be fit for the purpose it
was intended.
Complete Agreement:
This agreement contains the entire agreement between the Consultant and the
Client with respect to the matters covered in this agreement and supersedes and
previous agreement. No other agreements, representations, warranties or other
matters, oral or written, purportedly agreed to or represented by or on behalf
of the Client by any of its employees or agents, or contained in any sales
materials or brochures, shall be deemed to bind the parties hereto with respect
to the subject matter hereof.
Applicable Law:
Consultant shall comply with all applicable laws in performing Services but
shall be held harmless for violation of any governmental regulation to which it
may be subject but to which reference is not made in this agreement or products
delivered under this agreement. This agreement shall be construed in accordance
with the laws of the Province of Ontario, Canada
Additional Work:
After receipt of an order that adds to the Services, Consultant may at its
discretion, take reasonable action and expend reasonable amounts of time and
money based on such order. Client agrees to pay and reimburse Consultant for
such action and expenditure as set forth in this Agreement for payment and
reimbursements related to Services.
Notices:
Notices to Consultant should be sent to:
Radiate Research c/o John Roberts 84 Hines Road, Suite 150
Kanata ON K2K 3G3 Ph. 613-599-9108
E-mail: jroberts@radiateresearch.com
Notices to the Client shall be sent to:
Ross Tuddenham
2072 NE 121 Rd.,
North Miami, Florida, USA
(613) 596-4663 E-mail: rtudd@magma.ca
Assignment:
This Agreement may not be assigned by either party without the prior written
consent of the other party. Except for the prohibition on assignment contained
in the preceding sentence, this Agreement shall be binding upon and inure to the
benefit of the heirs, successors and assigns of the parties hereto.
Terms of Agreement:
This agreement is effective as of the Agreement date above and shall terminate
twelve months from the Agreement date above, subject to the right of either the
Consultant or the Client to terminate at any time with, not less than, ninety
(90) days prior written notice to the other party. Such termination shall not
affect the Consultants obligations hereunder.
For Radiate Research _____________________
Micah Grinstead - President
Agreed to and accepted by:
- ------------------------- --------------------------
Ross Tuddenham Date
APPENDIX A
1. The Consultant shall not spend funds related to the product
without permission from the Client.
2. The Consultant will engage in best practices to accomplish the
following: - fundraising - Relationship management with ABOND
- Movement towards the public market - Any other duties which
the Consultant feels he may assist with!