EXHIBIT 10.3
Consulting Agreement
By and between
Azonic Corporation and David Smardon
This Management Services Agreement (this "Agreement") made as of the 1st day of
October, 2004, by and between AZONIC CORPORATION a Nevada Corporation
(hereinafter "the Company'") and DAVID SMARDON, an individual residing in the
province of Ontario, Canada (hereinafter the "Provider").
WHEREAS, the Company has the need for certain financial, operational and
strategic planning services relating to its operations, including financing and
strategic organizational structuring; and
WHEREAS, the Provider has agreed to provide such financial, operational and
strategic planning services relating to its operations, including financing and
strategic organizational structuring; and
WHEREAS, the Company has agreed to reimburse the Provider for the cost of such
financial, operational and strategic planning services relating to its
operations, including financing and strategic organizational structuring; and
NOW, THEREFORE, for and in consideration of the forgoing and the terms and
conditions contained hereinafter, the parties hereto agree as follows:
1.0 Term.
The initial term of this Agreement shall be for a 2 (two) year period beginning
and effective upon the Provider being elected a director of the Company (the
"Initial Term"); provided, however, that the Company or the Provider may
terminate this Agreement for cause at any time. The Company may also terminate
this Agreement without cause on 90 days prior written notice, provided that the
Company will be obligated to pay the lesser of: a) 6 (six) months fees or b) the
remainder due under the Initial Term (provided that the Company's failure to
renew the Initial Term or any extension thereof shall not constitute a
termination by the Company for purposes of this sentence). This agreement will
automatically renew for successive terms of 1 (one) year unless 60 days prior
written notice is provided to either party of intent to terminate this
agreement. As used herein, "cause" shall mean either the Company's failure to
timely make the payments specified in Section 3.0 hereof or the Provider's
failure to competently perform the services specified in Section 2.0 hereof, as
applicable, in each case after notice from one party to the other setting forth
the grounds on which the initiating party believes that this Agreement should be
terminated for cause and providing the other party with a reasonable opportunity
to cure any such deficiencies to the extent that such deficiencies are curable.
2.0 Services.
2.1 The Provider agrees to provide, and the Company agrees to accept,
financial, operational and strategic planning services relating
to its operations, including financing and strategic
organizational structuring, described in Exhibit A attached
hereto and as otherwise mutually agreed by the Provider and the
Company (the "services").
2.2. If not otherwise agreed, the specification of particular methods
for rendering the Services and the assignment of personnel
therefor will be determined by the Provider in such manner as in
the Provider's judgement will best serve the objectives indicated
by the Company. Such methods may include, but are not limited to:
(a) remote consulting (by telephone, fax, E-mail, video
conferencing, etc.); (b) written advice; (c) participation in
meetings, seminars and workshops; (d) secondment of employees for
specific activities; (e) supply of technical materials, studies
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and other information; (f) introduction to persons,
firms/companies which may be of interest to the Company; and (g)
other means mutually agreed upon from time to time.
3.0 Compensation.
In consideration for the Services, the Company shall pay the Provider a fee of
US$3,000 per month, payable in advance for each calendar month during the
Initial Term or any extension thereof. The Company shall also reimburse the
Provider for its reasonable out-of-pocket expenses incurred in connection with
the Services, payable upon delivery of the Provider's invoice therefor.
4.0 Obligations.
4.1 The Company agrees to fully cooperate with the Provider and to
supply the Provider with any and all information reasonably
necessary to enable the Provider to perform the Services
hereunder, in such form as may be reasonably requested. The
Company will give the Provider representatives' free access to
any and all sources of information reasonably necessary to enable
the Provider to satisfactorily perform the Services; provided
that the Provider shall not, and shall not permit any of its
representatives, employees or agents to, disclose any such
information to any third party except to the extent necessary to
enable the Provider to perform the services or to the extent
required by applicable law.
4.2 The Provider agrees to fully cooperate with the Company and to
supply the Company with any and all information reasonably
necessary to enable the Company to meet its legal and tax
requirements.
5.0 Liability.
The Provider shall have no liability to the Company except to the extent of the
actual damages (excluding lost profits or special or punitive damages) suffered
by the Company as a direct result of the gross negligence or greater culpability
of the Provider.
6.0 Indemnity.
The Company shall indemnify the Provider and its officers, directors, employees,
independent contractors, agents and representatives, in their capacities as such
(each, an "Indemnified Party"), against and hold them harmless from and any all
damage, claim, loss, liability and expense (including, without limitation,
reasonable attorneys' fees and expenses) incurred or suffered by any Indemnified
Party arising out of or relating to the Services, except to the extent that such
damage, claim, loss, liability or expense is found in a final non-appeal able
judgement to have resulted from the Provider's gross negligence or willful
misconduct.
7.0 Notices.
All notices and other communications given or made pursuant to this Agreement
shall be in writing and shall be (i) sent by registered or certified mail,
return receipt requested, (ii) hand delivered, (iii) sent by electronic mail, or
(iv) sent by prepaid overnight carrier, with a record of receipt, to the parties
at the following addresses (or at such other addresses as shall be specified by
the parties by like notice):
(i) if to the Provider at:
The Exchange Tower
Suite 1800
130 King Street West
Toronto, Ontario M5X 1E3
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(ii) if to the Company at:
Azonic Corporation
7 Dey Street, Suite 900
New York, NY 10007
Attention: Gregory Laborde
Each notice or communication shall be deemed to have been given on the date
received.
8.0 Miscellaneous Provisions.
8.1 This Agreement contains the complete understanding of the parties
hereto and there are no understandings, representations, or
warranties of any kind, express or implied not specifically set
forth herein. This Agreement may be amended only by written
documents signed by duly authorized representatives of each of
the parties hereto.
8.2 This Agreement shall be governed, construed and interpreted in
accordance with the laws of the State of New York.
8.3 This Agreement may be executed in separate original or facsimile
counterparts, each of which shall be deemed an original and both
of which taken together shall constitute a single agreement.
8.4 This Agreement shall be for the benefit of the Provider and the
Company and shall be binding upon the parties and their
respective successors and permitted assigns.
8.5 Every provision of this Agreement is intended to be severable. If
any term or provision hereof is illegal or invalid for any
reasons whatsoever, such term or provision shall be enforced to
the maximum extent permitted by law and, in any event, such
illegality or invalidity shall not affect the validity of the
remainder of the Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of
the day and year first above written.
AZONIC CORPORATION
Per:________________________________________
Gregory Laborde
--------------------------------------------
David Smardon
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EXHIBIT A
The Services to be rendered under this Agreement may include, without
limitation, the following:
1. Assistance, advice and support in strategic policy;
2. Assistance, advice and support in strategic business organization
and structuring;
3. Assistance and advice in financing matters, including providing
introductions to potential private and institutional investors;
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