This Consulting Agreement is made as of the 23 day of September, 2004
BETWEEN:
1582579 ONTARIO INC, Consultant, at 1272 Kane Road, in the City of
Mississauga, L5H 2M3 in the Province of Ontario (hereinafter
referred to as "1582579")
OF THE FIRST PART
AND
ACTIVECORE TECHNOLOGIES, INC., a corporation incorporated pursuant
to the laws of the State of Nevada with its head office at Suite
210, 156 Front Street West, Toronto, Ontario M8V 3Y3 (hereinafter
referred to as "ActiveCore")
OF THE SECOND PART
WHEREAS ActiveCore is involved in negotiations involving a number of strategic
alliances and/or acquisitions;
AND WHEREAS 1582579 through its agents and employees has the wherewithal to
facilitate the process of negotiation by consulting with the management of
ActiveCore in the areas of strategic planning and marketing in the field of
Smart Enterprise Technology;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises, the mutual agreements and covenants herein contained and for other
good and valuable consideration now paid by each of the parties hereto to the
other (the receipt and sufficiency of which is hereby acknowledged), the parties
hereto agree as follows:
1. APPOINTMENT.
ActiveCore hereby engages 1582579 and 1582579 agrees to render services to
ActiveCore as a consultant upon the terms and conditions hereinafter set forth.
2. TERM
The term of this Consulting Agreement shall begin as of the date of this
Agreement, and shall terminate on September 22, 2005, unless earlier terminated
in accordance with paragraph 7 herein or extended as agreed to between parties.
3. SERVICES
During the term of this Agreement, 1582579 shall provide advice to,
undertake for and consult with ActiveCore concerning management, marketing,
consulting, strategic planning, corporate organization and structure, financial
matters in connection with the operation of the businesses of ActiveCore,
expansion of services, acquisitions and business opportunities, and shall review
and advise ActiveCore regarding its overall progress, needs and condition.
1582579 agrees to provide on a timely basis the following enumerated services
contemplated thereby:
(a) The implementation of short-range and long-term strategic planning
to fully develop and enhance ActiveCore's domestic marketing plan as
it relates specifically to expansion of its Smart Enterprise suite
of products and services including, without limiting the generality
of the foregoing, the identification of potential sources of
distribution in North America;
(b) Advise ActiveCore relative to the recruitment and employment of key
executives consistent with the efficient marketing of ActiveCore's
products and services; and
(c) Assistance with regard to the identification, evaluation,
structuring, negotiating and closing of joint ventures, strategic
alliances, business acquisitions and advice with regard to the
ongoing managing and operating of such acquisitions upon
consummation thereof.
4. DUTIES OF ACTIVECORE
ActiveCore shall provide 1582579, on a regular and timely basis, with all
approved data and information about it, its subsidiaries, its management, its
products and services and its operations as shall be reasonably requested by
1582579, and shall advise 1582579 of any facts which would affect the accuracy
of any data and information previously supplied pursuant to this paragraph.
ActiveCore shall promptly supply 1582579 with full and complete copies of
financial reports, all filings with all federal and state securities agencies;
with full and complete copies of all stockholder reports; with all data and
information supplied by any financial analyst, and with all brochures or other
sales materials relating to its products or services.
5. COMPENSATION
In consideration for the provision of the consulting services described in
paragraph 3 hereinabove, ActiveCore will issue and deliver Twelve million
(12,000,000) shares of ActiveCore Technologies Inc. (IVP Technology Corporation)
Common Stock to 1582579 (the "Shares"). The parties hereto agree that the Shares
shall be issued to 1582579 on a fully paid and non-assessable basis in
consideration for services rendered by 1582579 to ActiveCore and that the Shares
shall bear the appropriate legend restricting the transfer of the Shares as
required by Rule 144 as promulgated pursuant to the terms of the Securities Act
of 1933.
Expenses relating to any activities undertaken by 1582579 under this
Consulting Agreement will be charged to ActiveCore at cost on a monthly basis.
Travel and accommodation terms will be mutually agreed upon prior to the
activity being undertaken. Expenses will be invoiced and payment due within
thirty (30) days of receipt of an invoice.
6. REPRESENTATION AND INDEMNIFICATION.
ActiveCore shall be deemed to have made a continuing representation of the
accuracy of any and all facts, material information and data which it supplies
to 1582579 and acknowledges its awareness that 1582579 will rely on such
continuing representation in disseminating such information and otherwise
performing its advisory functions. 1582579 in the absence of notice in writing
from ActiveCore will rely on the continuing accuracy of material, information
and data supplies to ActiveCore. 1582579 represents that he has knowledge of and
is experienced in providing the aforementioned services.
7. LIMITATION OF LIABILITY
In the event that either party shall be liable to the other pursuant to
the terms of this Consulting Agreement for any failure to perform in connection
with this Consulting Agreement, that party's liability shall be limited as
follows:
(a) All liabilities in contract and tort for direct loss shall be
limited to the actual value of the shares paid in the year of the
claim; and
(b) All liabilities in contract and in tort for incidental, indirect,
special or consequential damages including, but not limited to, loss
of revenues or profits shall be excluded.
8. CONFIDENTIAL INFORMATION
Each party may use the information received from the other party pursuant
to this Consulting Agreement and may provide such information to their
respective employees as applicable for their use only in connection with the
Agreement.
Each party agrees that it shall use the same means it uses to protect its
own confidential and proprietary information to prevent the disclosure and to
protect the confidentiality of both
(i) written information received from the other party which is marked or
identified as "confidential",
(ii) written or verbal information which is of its nature confidential;
and
(ii) oral or visual information identified as confidential at the time of
disclosure which is reduced to written form and provided to the
other in such written form promptly after such oral or visual
disclosure,
The foregoing shall not prevent either party from disclosing Information
that is:
(iii) already known by the recipient party prior to the disclosure thereof
with no obligation of confidentiality;
(iv) publicly known or becomes publicly known not due to any unauthorized
act of the recipient party;
(v) rightfully received from a third party;
(vi) independently developed by the recipient party without use of the
other party's Information;
(vii) disclosed without similar restrictions by the party owning the
Information to any third party;
(viii) approved by the other party for disclosure; or
(ix) required to be disclosed pursuant to a governmental or legal
requirement provided that the disclosing party gives to the other
party written notice of such requirement prior to any such
disclosure.
Upon expiration or termination of the Consulting Agreement or upon written
request of the party providing the Information, the other party shall return all
copies of the Information to the providing party or certify in writing that all
copies of the Information have been destroyed. Either party may return the
Information, or any part of it, to the other party at any time.
Each party makes no warranty, express or implied, with respect to the
Information. Neither party shall be liable to the other or to any other person
hereunder for amounts representing loss of profits or loss of business or
indirect, consequential or punitive damages of the other party or of such other
person in connection with the provision or use of the Information hereunder.
Nothing contained in this Agreement shall be construed as granting or
conferring any rights by license or otherwise in the Information.
Each party acknowledges and agrees that the Information is the
confidential and/or proprietary and/or trade secret information of the other and
the unauthorized use or disclosure of the Information could cause irreparable
harm and significant injury to the other party for which that other party would
have no adequate remedy at law.
Therefore each party shall have the right, in addition to any other rights
it may have at law or in equity, to seek and obtain immediate injunctive relief
in respect of any breach or potential breach of this Consulting Agreement by the
other.
The provisions of this Clause 6 shall survive the expiry or termination
for whatever reason of this Consulting Agreement.
9. MISCELLANEOUS
Termination: This Consulting Agreement may be terminated by either Party
upon written notice to the other Party for any reason which shall be effective
five (5) business days from the date of such notice. This Consulting Agreement
shall be terminated immediately upon written notice for material breach of this
Consulting Agreement.
Modification: This Consulting Agreement sets forth the entire
understanding of the Parties with respect to the subject matter hereof. This
Consulting Agreement may be amended only in writing signed by both Parties.
Counterparts: This consulting agreement may be executed in any number of
counterparts by original or facsimile signature by the authorized officer of
ActiveCore and 1582579 each of which counterparts, when executed and delivered,
shall be an original but such counterparts together shall constitute one and the
same instrument.
Notices: Any notice required or permitted to be given hereunder shall be
in writing and shall be mailed or otherwise delivered in person or by facsimile
transmission at the address of such Party set forth above or to such other
address or facsimile telephone number as the Party shall have furnished in
writing to the other Party.
Waiver: Any waiver by either Party of a breach of any provision of this
Consulting Agreement shall not operate as or be construed to be a waiver of any
other breach of that provision or of any breach of any other provision of this
Consulting Agreement. The failure of a Party to insist upon strict adherence to
any term of this Consulting Agreement on one or more occasions will not be
considered a waiver or deprive that Party of the right thereafter to insist upon
adherence to that term of any other term of this Consulting Agreement.
Severability: If any provision of this Consulting Agreement is invalid,
illegal, or unenforceable, the balance of this Consulting Agreement shall remain
in effect, and if any provision is inapplicable to any person or circumstance,
it shall nevertheless remain applicable to all other persons and circumstances.
Disagreements: Any dispute or other disagreement arising from or out of
this Consulting Agreement shall be submitted to arbitration under the rules of
the American Arbitration Association and the decision of the arbiter(s) shall be
enforceable in any court having jurisdiction thereof. Arbitration shall occur
only in the State of Nevada. The interpretation and the enforcement of this
Agreement shall be governed by Nevada Law as applied to residents of the State
of Nevada relating to contracts executed in and to be performed solely within
the State of Nevada. In the event any dispute is arbitrated, the prevailing
Party ( as determined by the arbiter(s)) shall be entitled to recover that
Party's reasonable attorney's fees incurred ( as determined by the arbiter(s)).
IN WITNESS THEREOF, this Consulting Agreement has been executed by the
Parties as of the date first above written.
ActiveCore Technologies Inc.
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Peter J. Hamilton
President and CEO
1582579 Ontario Inc.
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Joseph Ulman
Vice President