CONSULTING AGREEMENT
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THIS CONSULTING AGREEMENT ("AGREEMENT") is made and entered into as of
October 1, 1999 between VentureTech, Inc. ["VentureTech'], an Idaho corporation
with its principal offices located at 1055 West 14th Street, Suite #400, North
Vancouver, BC, Canada V7P 3P2 and Art Rosenberg.[Consultant"], of 1305 Browns
Mill Court, Herndon, Virginia 20170 acting individually.
The parties recite that:
(i) VentureTech is a high technology investment and finance
company that licenses or otherwise acquires leading edge
technologies for emerging or developing business
opportunities.
(ii) VentureTech desires to secure the services of the
Consultant and the Consultant desires to perform such services
for VentureTech on the terms and conditions as hereinafter set
forth.
ARTICLE I
RETENTION AS CONSULTANT
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VentureTech hereby agrees to retain the Consultant for services with
VentureTech, subject to the terms, conditions and provisions of this Agreement.
The Consultant hereby accepts such offer and agrees to render such services as
provided herein, all of which services shall be performed conscientiously and to
the full extent of the Consultant's ability. The Consultant shall be deemed to
be an independent contractor. The Consultant understands and agrees that as an
independent contractor he does not have any authority to sign contracts, notes,
obligations, to make any material purchases or to acquire or dispose of any
property on behalf of VentureTech unless otherwise directed in writing by the
President, Director or the Chief Financial Officer.
ARTICLE II
TERM PROVISIONS
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2.1 Term Period: The consulting term shall begin on October 1,
1999 and shall terminate on the date on which the first of the following events
occur:
(i) The death or disability of the Consultant;
(ii) The termination of the Consultant's services, as provided in
Article VII of this agreement;
(iii) The liquidation of VentureTech or other such action whereby
VentureTech ceases to conduct business as an viable on-going concern or
(iv) October 1, 2000
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For the period 10/1/99 to 10/31/99, the Consultant shall provide
sufficient hours [generally equivalent to the monthly hours provided during
prior employment] to accommodate the various tasks and assignments reasonably
assigned to Consultant. After 10/31/99, the Consultant shall provide such hours
as required and as the parties deem mutually acceptable. There is no amount of
hours guaranteed under this Agreement.
The provisions of this Agreement shall remain in full force and effect
during the term of this Agreement, except that the provisions of Article IV
shall continue to be enforceable as specified therein after the termination of
the Consultant's employment hereunder.
ARTICLE III
SERVICES RENDERED
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3.1 Services Rendered. VentureTech hereby agrees to retain the services
of the Consultant, and the Consultant hereby agrees to accept such offer to use
consulting services by VentureTech on the terms and conditions set forth herein.
The Consultant shall serve as an advisor on all corporate matters
related to the operation and financial stability of the company's businesses and
any other duties reasonably assigned to Consultant from time to time by the
Chief Financial Officer, President or Directors of VentureTech. A more
definitive list of tasks assigned to Consultant shall include, but not be
limited to those assignments listed in Attachment A.
Consultant shall provide its own work environment in which to
perform these services. VentureTech shall provide certain computer-related
equipment in support of Consultant's activities.
ARTICLE IV
EXCLUSIVITY PROVISIONS
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4.1 Exclusivity. The Consultant hereby represents and warrants that the
execution and performance of this Agreement will not result in, or constitute a
default, breach, violation, or an event which, with notice or lapse of time or
both, would be a default breach or violation of any standing agreement or
commitment, written or oral, expressed or implied, to which the Consultant is a
party or over which the Consultant is bound.
ARTICLE V
COMPENSATION FOR SERVICES RENDERED
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As full consideration for all services to be provided by the Consultant pursuant
hereto, and for all rights herein granted by the Consultant to VentureTech, and
provided that the Consultant has kept and performed all of his obligations
hereunder, VentureTech shall provide the following compensation for the services
hereunder:
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5.1 Compensation. For the period 10/1/99 through 10/31/99, the
Consultant shall receive cash compensation of six thousand, seven hundred and
seven dollars ($ 6,707.00 US), payable in two installments, which is equivalent
to the monthly compensation and reimbursement made to Consultant during his
prior employment with the company. After 10/31/99, the Consultant shall be paid
fifty dollars ($50.00 US) per hour for all consulting work performed during the
term of this Agreement. Such resulting amounts will be paid to the Consultant on
a semi-monthly basis, but will be paid only upon submission of an invoice or
other approved document. No other personal benefits, health or otherwise, shall
be paid to Consultant in addition to the above compensation.
5.2 axes. The Consultant is solely responsible for all tax
considerations arising out of the compensation paid under this Agreement.
ARTICLE VI
OTHER REIMBURSEMENT
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6.1 Reimbursement of Other Expenses. VentureTech agrees to promptly reimburse or
pay the Consultant or pay directly for the following types of expenses, to the
extent reasonably incurred by the Consultant in performing services for
VentureTech pursuant to the terms of this Agreement:
1. Telephone and periodic administrative expenses necessary to
Consultant's performance of this Agreement,
2. Actual expenses incurred in travel necessary to performance of this
Agreement, including "out of the ordinary" automobile expenses in
accordance with the IRS' current standard for automobile expense
reimbursement;
3. Cost of supplies and materials required specifically for VentureTech's
benefit, such as copies of related documents, media periodicals and
miscellaneous office supplies necessary to Consultant's performance of
this Agreement; and
4. Such other expenses as to which VentureTech may give its prior written
consent. Before VentureTech is obligated to pay for such expenses, a
receipt or other documentation that is acceptable to VentureTech's
financial department must be presented along with an itemized expense
listing.
ARTICLE VII
TERMINATION OF CONSULTING SERVICES
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7.1 Termination of Services. The consulting contract may be terminated
if the Consultant fails to diligently and faithfully perform the services
enumerated in Article III of this agreement. The consulting contract may be
terminated if VentureTech no longer has a requirement for consulting work of the
type provided by the Consultant. The consulting contract may also be terminated
if the Consultant fails to perform the services in a timely and expeditious
manner, or if in VentureTech's determination, the quality of work or the results
therefrom is not at an adequate level to warrant the continued of use of the
Consultant's services. In the event of termination for cause, no prior notice is
required. Notwithstanding the foregoing, either party may terminate this
Agreement by giving seven (7) day's written notice to the other party.
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ARTICLE VIII
REMEDIES FOR BREACH
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8.1 Specific Performance/Remedy. The parties hereto agree that the
services to be rendered by the Consultant pursuant to this Agreement, and the
rights and privileges granted to VentureTech by the Consultant pursuant to this
Agreement are of a special, unique, extraordinary and intellectual character,
which gives them peculiar value, the loss of which cannot be reasonably or
adequately compensated in damages in any action at law, and that a breach by the
Consultant of any of the terms of this Agreement will cause VentureTech grave
and irreparable injury and damage. The Consultant hereby expressly agrees that
VentureTech shall be entitled to the remedies of injunction, specific
performance and other equitable relief to prevent a breach of this Agreement by
the Consultant. This provision shall not, however, be construed as a waiver of
any of the rights which VentureTech may have for damages, or otherwise.
8.2 Waiver of Breach. The failure of either party to require the
performance of any term or condition of the agreement, or the waiver by either
party of any breach of the agreement shall not prevent a subsequent enforcement
of any such term or of any other term nor be deemed to be a waiver of any
subsequent breach.
If VentureTech breaches any provision of this agreement, the Consultant
shall not be deemed to waive any rights attributable to such a breach unless the
Consultant executes a written waiver.
If the Consultant breaches any provision of this agreement, VentureTech
shall not be deemed to waive any of its rights attributable to such breach
unless it executes a written waiver.
ARTICLE IX
CONFIDENTIALITY
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9.1 Confidential Information. The Consultant agrees that for and during
the entire term of his engagement and for as long as such information remains
confidential, proprietary or trade secret information, the Consultant will not
at any time in any form or manner, directly or indirectly, divulge, disclose or
communicate to any person, firm or corporation any confidential, proprietary or
trade secret information. Furthermore, the Consultant agrees to take adequate
precautions and to follow VentureTech policy in regard to protection of all
trade secrets and proprietary information, including, but not limited to, proper
secure storage of such information, and obtaining nondisclosure agreements or
the equivalent before releasing or divulging such information.
Confidential, proprietary or trade secret information shall include,
but not be limited to, the following types of material information, both
existing and contemplated, regarding VentureTech or any of its affiliates: the
business plan, customer lists, contact lists, corporate information, including
contractual licensing arrangements, plans, strategies, tactics, policies,
resolutions, patents, trade mark and trade name applications, and any litigation
or negotiations; marketing information, including sales or product plans,
strategies, tactics, methods, customers, prospects, or market research data;
financial information, including cost and performance data, debt arrangement,
equity structure, investors, and holdings; operational and scientific
information, including trade secrets; technical information, including technical
drawings and designs; and personal information, including personnel or member
lists, resumes, personal data, organizational structure and performance
evaluations.
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The Consultant agrees that all files, letters, memoranda, reports,
records, data, sketches, drawings, program listings, or other written,
photographic, or other tangible material containing proprietary information,
whether created by the VentureTech is custody or possession, shall be and are
the exclusive property of VentureTech to be used by the Consultant only in the
performance of his duties for VentureTech.
The Consultant agrees that his obligation not to disclose or use
information, know-how and records of the types set forth in the paragraphs
above, also extends to such types of information, know-how, records and tangible
property of customers of VentureTech or suppliers to VentureTech or other third
parties who may have disclosed or entrusted the same to VentureTech or to the
Consultant in the course of VentureTech's business.
ARTICLE X
NON-COMPETITION
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This clause shall not apply to this Agreement.
ARTICLE XI
PROPERTY RIGHTS
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11.1 Disclosure. The Consultant will make full and prompt disclosure to
VentureTech of all methods, works of authorship, business plans, studies and
reports, whether copyrightable or not, which are created, made, conceived or
reduced to practice by the Consultant or under his direction or jointly with
others while he is rendering consulting services to VentureTech, whether or not
during normal working hours or on the premises of VentureTech (all of which are
collectively referred to in this Agreement as developments.
11.2 Intellectual Property. The Consultant agrees to assign and does
hereby assign to VentureTech (or any person or entity designated by VentureTech)
all his right, title and interest in and to all developments that are created
individually or are of a collective nature using other employees or consultants,
and are funded by VentureTech as part of the consulting services thereby
rendered, and all related patents, copyrights and copyright applications.
11.3 Cooperation. The Consultant agrees to cooperate fully with
VentureTech, both during and after his rendering of consulting services to
VentureTech, with respect to the procurement, maintenance and enforcement of
copyrights and patents (both United States and foreign countries) relating to
developments. The Consultant shall sign all papers, including, without
limitation, patent and copyright applications, declarations, oaths, formal
assignments, assignment of priority rights, and powers of attorney, which
VentureTech may deem necessary or desirable in order to protect its rights and
interests in any development.
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11.4 Return of Property. Upon termination of this agreement, regardless
of how termination may be effected, the Consultant shall immediately turn over
to VentureTech all of VentureTech's property, including all items used by
Consultant in rendering services hereunder or otherwise, that may be in the
Consultant's possession or under his control.
11.5 Other Agreements. The Consultant hereby represents that he is not
bound by the terms of any agreement with any previous employer or other party to
refrain from using or disclosing any trade secret or confidential or proprietary
information in the course of his engagement with VentureTech or to refrain from
competing directly, or indirectly, with the business of such previous employer
or any other party. The Consultant further represents that his performance of
all the terms of this agreement and as an Consultant of VentureTech does not,
and will not, breach any agreement to keep in confidence proprietary
information, knowledge or data acquired by him in confidence or in trust prior
to his employment with VentureTech.
GENERAL PROVISIONS
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ARTICLE XII
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GOVERNING LAW
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12.1 Domicile. This agreement is made and entered into in the province
of British Columbia, and the laws of B.C., Canada shall govern its validity and
interpretation and the performance by the parties hereto of their respective
duties and obligations hereunder without regard to the principles of conflict of
laws.
ARTICLE XIII
AMENDMENTS
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13.1 Assignment. This Agreement may be assigned to a new entity at the
sole discretion of VentureTech if such an entity agrees to assume all rights and
obligations enumerated in this Agreement.
13.2 Severability. In case any provision of this agreement shall be
invalid, illegal or otherwise unenforceable, the validity, legality and
enforceability of the remaining provisions shall in no way be affected or
impaired thereby.
13.3 Successors and Assigns. This agreement shall be binding upon and
inure to the benefit of both parties and their respective successors and
assigns, including any corporation with which, or into which, VentureTech may be
merged or which may succeed to its assets or business, provided, however, that
the obligations of the Consultant are personal and shall not be assigned by him.
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13.4 Notices. All notices required, or permitted, under this agreement
shall be in writing and shall be deemed effective upon personal delivery or
after 5 days upon deposit in the United States or Canadian Post Office, by
registered or certified mail, postage prepaid, addressed to the other party at
the address shown above, or at such other address or addresses as either party
shall designate to the other in accordance with this section.
ARTICLE XIV
ENTIRE AGREEMENT
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14.1 Entire Agreement. This Agreement supersedes and nullifies all
prior agreements between the parties concerning the subject matter hereof and
this agreement constitutes the entire agreement between the parties with respect
thereto. This Agreement may be modified only by written instrument, duly
executed by each of the parties, or their respective agents. No person has any
authority to make any representation or promise on behalf of any of the parties
not set forth herein and this agreement has not been executed in reliance upon
any representation or promise except those contained herein. No waiver by any
party or any breach of this agreement shall be deemed to be a waiver of any
preceding or succeeding breach.
ARTICLE XV
ARBITRATION
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15.1 Arbitration. Any controversy or claim arising out of or relating
to this agreement or breach thereof, shall be settled by arbitration in
accordance with the voluntary labor arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof. In reaching his or her
decision, the arbitrator shall have no authority to change or modify any
provision of this agreement. Any arbitration proceedings shall be conducted in
Vancouver, B.C.
IN WITNESS WHEREOF the parties hereto have executed this agreement as
of the day and year set forth above.
For: Consultant For: VentureTech, Inc.
/s/ Art Rosenberg /s/ William Baker
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Art Rosenberg William Baker, CFO
Date: Date:
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