{"id":42168,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/consulting-agreement-china-broadband-corp-and-m-h-financial.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"consulting-agreement-china-broadband-corp-and-m-h-financial","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/consulting-agreement-china-broadband-corp-and-m-h-financial.html","title":{"rendered":"Consulting Agreement &#8211; China Broadband Corp. and M. H. Financial Management Ltd."},"content":{"rendered":"<pre>                              CONSULTING AGREEMENT\n\nTHIS AGREEMENT made effective April 1, 2001 (the \"Effective Date\").\n\nBETWEEN:\n\n         CHINA BROADBAND  CORP., a body corporate, incorporated pursuant  to the\n         laws of the State of Nevada, United States of America\n\n         (hereinafter referred to as the \"Corporation\")\n                                                               OF THE FIRST PART\n                                     - and -\n\n         M. H. FINANCIAL  MANAGEMENT LIMITED, a body corporate,  incorporated\n         pursuant to the laws of the Province of Alberta\n\n         (hereinafter referred to as the \"Consultant\")\n                                                              OF THE SECOND PART\n\n\n         WHEREAS the Corporation  wishes to engage the services and expertise of\nthe  Consultant  on the terms and  conditions  hereinafter  set  forth,  and the\nConsultant wishes to accept such an engagement;\n\n         NOW THEREFORE in  consideration of the covenants of each of the parties\ngiven to the other and for other good and  valuable  consideration,  the receipt\nand  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as\nfollows:\n\n1.       SERVICES\n\n1.1      Effective  as of  the  Effective  Date,  the  Corporation  engages  the\n         Consultant   and  the  Consultant   accepts  an  engagement   with  the\n         Corporation  to render the consulting  services for the  Corporation as\n         set  out in  Schedule  A.  During  the  term  of  this  Agreement,  the\n         Consultant  shall  provide  the  services  of Matthew  Heysel who shall\n         devote such of his time, attention and abilities to the business of the\n         Corporation  as  may  be  necessary  for  the  proper  exercise  of the\n         Consultant's  duties  hereunder.  Nothing  in this  Agreement  shall be\n         interpreted or construed as creating or  establishing a relationship of\n         employer and\/or employee between the Corporation and Matthew Heysel.\n\n2.       DUTIES\n\n2.1      The  Consultant  shall  devote   reasonable  time  and  effort  to  the\n         performance of this Agreement.  The Corporation  acknowledges  that the\n         Consultant and Matthew Heysel shall also be entitled to render services\n         to others during the term hereof.\n\n2.2      The  Consultant's  duties  shall   be  to  provide  the  services  more\n         particularly  set forth on Schedule \"A\" hereto.\n\n\n\n\n                                       2\n\n\n3.       REMUNERATION\n\n         The Corporation agrees to pay the Consultant as set out in Schedule \"B\"\n         attached hereto.\n\n4.       CONFIDENTIALITY\n\n4.1      This Consultant  acknowledges  the Corporation  will have reporting and\n         disclosure obligations under all applicable securities legislation. The\n         Consultant  covenants and agrees that it shall not any time,  during or\n         after  the   termination   of  the   Consultant's   engagement  by  the\n         Corporation,  reveal,  divulge, or make known to any person (other than\n         the  Corporation  or its  affiliates)  or use for its own  account  any\n         customer's lists, trade secrets, or secret or confidential  information\n         used by the  Corporation  or its  Affiliates  during  the  Consultant's\n         engagement  by any of them  and  made  known  (whether  or not with the\n         knowledge and permission of the Corporation,  whether or not developed,\n         devised or otherwise  created in whole or in part by the efforts of the\n         Consultant, and whether or not a matter of public knowledge unless as a\n         result of  authorized  disclosure)  to the  Consultant by reason of its\n         engagement by the Corporation of any of its Affiliates.  The Consultant\n         further covenants and agrees that all knowledge and information,  which\n         is acquired or developed for the  Corporation  or any of its Affiliates\n         by the Consultant,  is the property of the Corporation.  The Consultant\n         further  covenants  and agrees that it shall retain all such  knowledge\n         and  information  which  it  shall  acquire  and  develop  during  such\n         engagement  respecting such customer lists, trade secrets and secret or\n         confidential   information  in  trust  for  the  sole  benefit  of  the\n         Corporation, its affiliates, and their successors and assigns.\n\n4.2      The  Consultant   shall  promptly   communicate  and  disclose  to  the\n         Corporation all observations made and data obtained by it in the course\n         of its engagement by the Corporation.  All written  materials,  records\n         and documents  created by the  Consultant or coming into its possession\n         concerning  the  business or affairs of the  Corporation  or any of its\n         Affiliates shall,  upon the termination of this Agreement,  promptly be\n         returned to the Corporation.  Upon the request of the Corporation until\n         termination of its engagement by the Corporation,  the Consultant shall\n         render to the  Corporation  or to any  Affiliate  designated by it such\n         reports of the  activities  undertaken  by the  Consultant or conducted\n         under the Consultant's direction for the Corporation and its Affiliates\n         as the Corporation may request.\n\n4.3      The  Consultant  warrants and  represents  that it is duly qualified to\n         perform its duties hereunder,  and further covenants that in performing\n         its  duties  hereunder,  it will  not  engage  in  activity  that is in\n         violation of applicable  securities  laws or subject the Corporation to\n         liability thereunder.\n\n4.4      The  Consultant  agrees  that for a period  of one (1) year  after  the\n         termination of work with the  Corporation,  it will not do any business\n         whatsoever with clients of the Corporation  for  substantially  similar\n         work.\n\n5.       TERM\n\n5.1      This  Agreement  shall  be  for  a  term  commencing  April 1, 2001 and\n         terminating September 30, 2001.\n\n5.2      This  Agreement may, by the mutual agreement of the parties, be renewed\n         for a further term of five (5) years, or for such other term as  may be\n         agreed.\n\n\n\n                                       3\n\n\n5.3      In the event the Corporation terminates this Agreement, the Corporation\n         shall pay to the  Consultant as a genuine  pre-estimate  of damages and\n         not as a penalty $60,000 (US) at the time of the termination. If at the\n         time of any such termination,  the Consultant is in fundamental  breach\n         of this  Agreement,  the  Corporation  shall not be required to pay any\n         damages.\n\n6.       CHANGE OF CONTROL AND SALE OF CORPORATION\n\n6.1      The Corporation  acknowledges the valuable services that the Consultant\n         has  provided  and will  continue  to  provide  to the  Corporation  in\n         providing the services of Matthew  Heysel in his capacity as an officer\n         thereof and an authorized representative thereof.\n\n6.2      The Corporation  acknowledges  that in the event of a change of control\n         of the Corporation or a sale of all or substantially  all of the assets\n         of the  Corporation,  there is a  possibility  that the  service of the\n         Consultant  would no longer be required and that this contract might be\n         determined.\n\n6.3      The directors of the  Corporation  have  determined that it would be in\n         the best  interests  of the  Corporation  to induce the  Consultant  to\n         provide the services of Matthew Heysel to the Corporation by indicating\n         that,  in the  event of a change of  control  of the  Corporation,  the\n         Consultant would have certain automatic and guaranteed rights.\n\n6.4      In the event of a takeover of the control of the  Corporation or a sale\n         of all or substantially all of the assets of the Corporation during the\n         term of this Contract, the Corporation agrees that the Consultant shall\n         be paid five  percent (5%) of the value of the sale of the assets or of\n         the  value of the  transaction  which  constitutes  a  takeover  of the\n         Corporation, as the case may be, such amount to be paid within ten (10)\n         days of the sale of the assets or the takeover of the  Corporation,  as\n         the case may be.\n\n6.5      \"Takeover of the control of the Corporation\" means:\n\n         (a)  any change in the holding, either direct or indirect, of shares of\n              the   Corporation,   or   any   reconstruction,    reorganization,\n              recapitalization, consolidation, amalgamation, merger, arrangement\n              or other transaction, that results in a person who was, or a group\n              of  persons  acting in  concert  who  were,  not  previously  in a\n              position to exercise  effective control of the Corporation (or any\n              Associate  or  Affiliate  of any such person or group of persons),\n              being in a position to exercise such  effective  control either in\n              respect of the  Corporation  or the  successor to the  Corporation\n              (and for the  purposes  of this  Agreement,  a person  or group of\n              persons  acting in concert,  or any  Associate or Affiliate of any\n              such   person  or  group  of  persons,   holding   shares  of  the\n              Corporation,  or shares of the  successor to the  Corporation,  in\n              excess of the number that would  entitle  the  holders  thereof to\n              cast twenty  (25%)  percent or more of the votes  attaching to all\n              shares of the  Corporation,  or to shares of the  successor to the\n              Corporation,  shall be  deemed  to be in a  position  to  exercise\n              effective  control of the  Corporation,  or the  successor  to the\n              Corporation, as the case may be); and\n\n         (b)  the exercise of such  effective  control to cause or result in the\n              election  or   appointment   of  two  or  more  directors  of  the\n              Corporation, or of the successor to the Corporation,  who were not\n              previously directors of the Corporation.\n\n7.       NOTICES\n\n         Any notices  delivered or received between either party shall be deemed\n         to have been received:\n\n\n\n\n                                       4\n\n\n         (a)  if it was delivered in person, on the date it was delivered;\n\n         (b)  if it was sent by electronic facsimile  transmission,  on the date\n              it was delivered;\n\n         (c)  it was sent by mail,  on the day it was received to the  following\n              address:\n\n                  CHINA BROADBAND CORP.\n                  2080, 440 - 2nd Avenue SW\n                  Calgary AB  T2P 5E9\n                  Attention:  Chairman and CEO\n                  By Facsimile:  (403) 265-8808\n\n                  M. H. FINANCIAL MANAGEMENT LIMITED\n                  624 Wilderness Drive S.E.\n                  Calgary, AB   T2J 1Z2\n                  Attention:  Matthew Heysel\n                  By Facsimile:  (403) 225.2198\n\n8.       MODIFICATION OF AGREEMENT\n\n         Any  modification  of this  Agreement must be made in writing signed by\n         the  Consultant  and an officer of the  Corporation or it shall have no\n         effect and shall be void.\n\n9.       GOVERNING LAW\n\n         This  Agreement  shall be governed by and construed in accordance  with\n         the laws of the  Province of Alberta,  Canada and the parties  agree to\n         attorn to the jurisdiction of the courts of the Province of Alberta.\n\n10.      HEADINGS\n\n         The headings  utilized in this Agreement are for  convenience  only and\n         are not to be construed in any way as additions or  limitations  of the\n         covenants and agreements contained in this Agreement.\n\n11.      ENTIRE AGREEMENT\n\n         The  covenants  in this  Agreement  shall be  construed as an agreement\n         independent  of any other  provision  in this  Agreement.  The  parties\n         acknowledge  that it is their  intention  that the  provisions  of this\n         Agreement  be binding  only to the extent that they may be lawful under\n         the  existing  applicable  laws and in the event that any  provision of\n         this  Agreement is  determined  by a court of law to be overly broad or\n         unenforceable,  the  remaining  valid  provisions  shall remain in full\n         force and effect. This Agreement constitutes the sole agreement between\n         the parties hereto for services to be performed as herein described and\n         the mutual  covenants  contained  herein  constitute  due and  adequate\n         consideration for the full performance by each party of its obligations\n         under this  Agreement and any and all previous  agreements,  written or\n         oral,  expressed or implied,  between the parties or on their  releases\n         and  forever  discharges  the other of and from all  manner of  action,\n         causes of action,  claims or demands  whatsoever under or in respect of\n         any agreement.\n\n\n\n\n                                       5\n\n12.      GENERAL MATTERS\n\n12.1     The  waiver by any party  hereto of a breach of any  provision  of this\n         Agreement  shall  not  operate  or be  construed  as a  waiver  of  any\n         subsequent  breach  of the  same  or of any  other  provisions  of this\n         Agreement.\n\n12.2     This Agreement shall be binding upon the parties hereto and shall enure\n         to the benefit of and be  enforceable by each of the parties hereto and\n         their respective successors and assigns.\n\n\n\n\n         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as\nof the 30th day of April, 2001.\n\n\nCHINA BROADBAND CORP.                       M. H. FINANCIAL MANAGEMENT\n                                            LIMITED\n\nper: \/S\/ THOMAS MILNE                       per: \/S\/ MATTHEW HEYSEL           \n     ---------------------------------           -----------------------------\n\n\n\n\n\n\n\n                                  SCHEDULE \"A\"\n\n\nSERVICES:\n\n\n         o    Provide the  services of Chairman and Chief  Executive  Officer of\n              the Corporation and, in this regard,  to have  responsibility  for\n              the   supervision,   direction,   control  and  operation  of  the\n              Corporation with the obligation,  duty,  authority and power to do\n              all acts and things as are customarily done by persons holding the\n              position of Chairman and Chief  Executive  Officer in corporations\n              of similar size to the  Corporation  and to do all acts and things\n              as are reasonably necessary for the efficient and proper operation\n              and development of the Corporation.\n\n\n\n\n\n\n                                  SCHEDULE \"B\"\n\nREMUNERATION\n\n         o    As full  consideration  for  performance  of the  services  by the\n              Consultant,  the Corporation  shall pay the Consultant at the rate\n              of $500.00  (U.S.) per day to a minimum of  $10,000.00  (U.S.) for\n              each month for which  services are  provided.  The said rate shall\n              not,  in any  event,  be less  than  $750.00  (Cdn.)  per day to a\n              minimum of  $15,000.00  (Cdn) per month and shall be  inclusive of\n              all  claims  by the  Consultant  for its  services,  but  shall be\n              exclusive of GST and of travel expenses incurred by the Consultant\n              and properly claimable in accordance with the provisions hereof.\n\n         o    The  Corporation  shall not be required to provide any benefits to\n              the Consultant  including,  without limitation,  dental,  medical,\n              disability or life insurance.\n\n         o    The Consultant  shall submit  invoices to the Corporation for each\n              month or portion  thereof for which  services are provided  during\n              the period  covered by the invoice and also  including  any proper\n              claim for travel expenses.  Each invoice shall indicate the period\n              covered,  the month or portion of a month worked, the rate and the\n              total charge for consultancy services.  GST, if applicable,  shall\n              be shown separately and the  Consultant's GST registration  number\n              shall be shown on each invoice.\n\n         o    The Corporation will reimburse the Consultant, at actual cost, for\n              out-of-pocket   expenses   incurred   in   accordance   with   the\n              Corporation's   standard   practice  for  the   reimbursement   of\n              reasonable  travel expenses incurred by its contractors or its own\n              personnel.  The Corporation will also reimburse the Consultant for\n              any  reasonable  long  distance  telephone,  fax  or  photocopying\n              charges  incurred  by the  Consultant.  Expenses  claimed  must be\n              supported by the applicable receipts.\n\n         o    The Consultant  will be responsible  for the payment of the income\n              taxes  of all  of its  employees  including,  without  limitation,\n              Matthew  Heysel,  as well as Canada  Pension Plan premiums and any\n              and all other taxes and contributions  imposed by law with respect\n              to such  employees,  with the sole  exception of GST. In the event\n              the  Consultant  should  fail  to  make  any  such  payments,  the\n              Consultant  indemnifies the Corporation for any claims,  causes or\n              action,  or  liabilities  which may be made,  advanced or incurred\n              against  the  Corporation  as a result  of such  non-payment,  and\n              agrees to be responsible  for the  Corporation's  solicitor-client\n              costs in defending or protecting itself.\n\n         o    The  Corporation  will pay all proper  invoices  received from the\n              Consultant  promptly  following receipt of the applicable  invoice\n              and any necessary supported documentation.\n\n         o    The Consultant  will be entitled to participate (at the discretion\n              of  the  Corporation)  in any  bonus  program  of the  Corporation\n              resulting  from  achieving  milestones  in  the  business  of  the\n              Corporation (such as commercial stage of development in 10 or more\n              cities, 1 million or more  subscribers,  revenue in excess of U.S.\n              $100 million per year,  or strategic  alliances  and  partnerships\n              with other  companies  to  significantly  enhance the products and\n              services of the Corporation).\n\n         o    The  Corporation  will, if it determines it to be necessary in its\n              total  discretion,  ensure that  appropriate  liability  insurance\n              coverage  is  provided  to  Matthew  Heysel  at  no  cost  to  the\n              Consultant or to Matthew Heysel, which coverage should be the same\n              in  all  material  respects  as  insurance  coverage  provided  to\n              Directors and Officers of the Corporation.\n\n\n\n\n                                       2\n\n\n         o    In any dispute arising from the enforcement of this Agreement, the\n              Corporation  shall  pay all  reasonable  legal  fees and  expenses\n              incurred by the Consultant in contesting or disputing the position\n              of the Consultant or seeking to obtain enforcement of or retaining\n              any right of payment or benefit provided for in this Agreement.\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7079],"corporate_contracts_industries":[9517],"corporate_contracts_types":[9613,9620],"class_list":["post-42168","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-china-broadband-corp","corporate_contracts_industries-telecommunications__other","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42168","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42168"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42168"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42168"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42168"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}