consultagmt_jr.htm


     

    
 

    
      Bontan
Corporation Inc.

      47
Avenue Road, Suite 200

      Toronto,
Ontario, Canada M5R 2G3

      T:  416-929-1806

      F:  416-929-6612


       

      CONSULTING
AGREEMENT between JOHN ROBINSON & BONTAN CORPORATION
INC.



    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    CONSULTING
AGREEMENT

    


    THIS
AGREEMENT made as of the 1st
day of July 2009 (the “EFFECTIVE DATE”).

    


    BETWEEN

    


    JOHN ROBINSON

    (hereinafter referred to as the
“CONSULTANT”)

    OF THE
FIRST PART

    


    -and-

    


    BONTAN CORPORATION INC., a
corporation incorporated

    under the laws of the province of
Ontario,

    (hereinafter referred to as the
“CORPORATION”)

    OF THE SECOND PART

    


    WHEREAS the Consultant has certain
considerable expertise in the areas of  investment management in small
cap companies portfolio, research and statistical information and knowledge of
several European languages.

    


    AND WHEREAS the Corporation is
currently seeking new businesses primarily in resource sector but also in all
other sectors on a global basis. ( “CORPORATION’S BUSINESS”);

    


    AND WHEREAS the Corporation desires to
obtain and apply the expertise of the Consultant to the Corporation’s
Business:

    


    THIS AGREEMENT WITNESSES that in
consideration of Ten Dollars ($10.00) paid by each party to the other, the
receipt and sufficiency of which is hereby acknowledged by each, together with
the covenants and agreements herein contained, the parties hereto agree as
follows:

    


    
      	
              1. 
        

            	
              CONSULTING
      SERVICES – The Corporation hereby retains the services of the Consultant,
      on a non-exclusive basis, and the Consultant hereby agrees to provide the
      consulting services to the Corporation described in this
      Agreement.

            


    

    


    
      	
              2. 
        

            	
              SCOPE
      OF SERVICES – The Consultant shall provide all such services that are
      required of him by the management and the Board of the Corporation. These
      services generally will entail review, monitoring and advising management
      of the Corporation’s investments in various small cap public companies,
      researching, translating  and providing input on any new project
      documentations that may be passed on to him by the
    management.

            


    

    


        It is
understood by both the parties that Mr. Robinson’s role here as consultant is
independent of his role as the owner of Current Capital Corp., which is hired to
provide investor and media relations services under a separate contract and that
there is no overlapping 

        of functions
in such capacities.

    


    
      	
              3. 
        

            	
              QUALIFICATIONS
      – The Consultant represents that he has all the necessary knowledge,
      experience, abilities, qualifications and contracts to effectively perform
      the Services.  The Consultant represents that he shall provide
      the Services in such manner as to permit the Corporation to have full
      benefit of the Consultant’s knowledge, experience, abilities,
      qualifications and contacts and that it shall provide the Services in
      strict compliance with all applicable laws and
  regulations.

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              4.    

            	
              TERM
      OF AGREEMENT – The provision of services by the Consultant to the
      Corporation hereunder shall commence on the Effective Date and shall,
      subject to Section 14 of this Agreement, remain in force until March 31,
      2014.  Thereafter, the Corporation may in its sole discretion
      extend this Agreement for a further 5 – year term, with any additional
      extensions subject to Section 14.

            


    

    


    
      	
              5. 
        

            	
              COMPENSATION
      – Consultant shall be entitled to a fee of $ 8,500 per month plus GST,
      payable in advance. Fee may be settled in cash or common shares of the
      Corporation as may be mutually agreed from time to
  time.

            


    

    


    
      	
              6. 
        

            	
              CONFIDENTIAL
      INFORMATION –

            


    

    


    As used
herein the words “CONFIDENTIAL INFORMATION” include:

     

    
      	
              1. 
        

            	
                    such
      information as a director, officer or senior employee of the Corporation
      may from time to time designate to the Consultant as being included in the
      expression “Confidential
Information”;

            


    

    


    
      	
              2. 
        

            	
              any
      secret or trade secret or know how of the Corporation or any information
      relating to the Corporation or to any person, firm or other entity with
      which the Corporation does business which is not known to persons outside
      the Corporation including, without limitation, the commission of or
      results from any exploration conducted or authorized by the Corporation or
      its agents in connection with any of the Corporation’s mining properties
      or claims;

            


    

    


    
      	
              3.    

            	
              any
      information, process or idea that is not generally known outside of the
      Corporation;

            


    

    


    
      	
              4. 
        

            	
                    all
      proprietary information relating to the Corporation;
  and

            


    

    


    
      	
              5. 
        

            	
              all
      investor information now existing or currently under development by the
      Corporation.

            


    

    


    
      	
              (1)  

            	
              The
      Consultant acknowledges that the foregoing is intended to be illustrative
      and that other confidential information may currently exist or arise in
      the future.

            


    

    


    
      	
              (2)  

            	
              The
      Corporation and the Consultant acknowledge and agree that the relationship
      between them is one of mutual trust and
  reliance.

            


    

    


    
      	
              (3)  

            	
              The
      Consultant acknowledges that he may be exposed from time to time to
      information and knowledge, including Confidential Information relating to
      all aspects of the business of the Corporation, the disclosure of any of
      which to the Corporation’s competitors, customers, or the general public
      may be highly detrimental to the best interests of the
      Corporation.

            


    

    


    
      	
              (4)  

            	
              The
      Consultant acknowledges that the business of the Corporation cannot be
      properly protected from adverse consequences of the actions of the
      Consultant other than by restrictions as hereinafter set
      forth.

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
              (5)  

            	
              The
      Consultant agrees that he will not disclose at any time during the term of
      this Agreement or after termination of this Agreement any of the
      Confidential Information (whether or not conceived, originated, discovered
      or developed in whole or in part by the Consultant) it being expressly
      acknowledged and agreed by the Consultant that the Confidential
      Information shall be kept strictly confidential at all
      times.  The Confidential Information shall not include any
      information, which is already in the public domain or becomes so through
      no fault of the Consultant.

            


    

    


    
      	
              (6)  

            	
              In
      the event this Agreement is terminated for any reason whatsoever, whether
      by passage of time or otherwise, the Consultant shall forthwith upon such
      termination return to the Corporation each and every copy of any
      Confidential Information (including all notes, records and documents
      pertaining thereto) in the possession or under the control of the
      consultant at that time, and the Consultant shall continue to be subject
      to the restrictions of this Section 7 notwithstanding termination of this
      Agreement.

            


    

    


    
      	
              (7)  

            	
               The
      Consultant hereby acknowledges that, as between the Consultant and the
      Corporation, the Corporation is and shall remain the sole owner of all
      right, title and interest in the Confidential Information, including, but
      not limited to any and all rights and copyright, patent, trade secret and
      trademark.  In the event this Agreement is terminated for any
      reason whatsoever, whether by afflux ion of time or otherwise, the
      Consultant shall forthwith upon such termination return to the Corporation
      each and every copy of any Confidential Information (including all notes,
      records and documents pertaining thereto) in the possession or under the
      control of the Consultant at that
time.

            


    

    


    
      	
               
      

            	
              8.

            	
              NON
      – COMPETITION – The Consultant agrees with the Corporation that the
      Consultant will not, for the period commencing on the Effective Date and
      until six (6) months following the date of termination of this Agreement,
      participate directly or indirectly, in any business which is substantially
      similar to the Corporation’s Business or competitive with the
      Corporation’s Business anywhere within Canada
  whether:

            


    

    


                    
(1)   as a principal or partner;

    
      	
               
      

            	
              (2)

            	
              in
      conjunction or association with any incorporated or unincorporated entity
      as an officer, director or similar official of any incorporated or
      unincorporated entity (including, without restricting the generality of
      the foregoing any corporation, partnership, joint venture, association
      syndicate or trust) engaged in any of the activities included as part of
      the Corporation’s Business (each of which entities is hereinafter referred
      to as the “OTHER ENTITY”);

            


    

    
      	
               
      

            	
                    (3)

            	
              as
      the consultant or advisor to or agent of any Other Entity be engaged in
      any manner whatsoever, directly or indirectly, in the vermiculite
      industry;

            


    

    
      	
               
      

            	
                     (4)

            	
              as
      a holder of shares in any Other Entity engaged in a vermiculite – related
      business in such number which, together with all shares in such Other
      Entity which are subject to an agreement to, or which in fact, vote (or
      otherwise act) in concert with the Consultant, exercise the effective
      control of any such Other Entity;

            


    

    
      	
               
      

            	
                   (5)

            	
              by
      canvassing or soliciting on behalf of the Other Entity orders for the
      Corporation’s Business; or

            


    

    
      	
               
      

            	
                   (6)

            	
              by
      providing, directly or indirectly, financial or other assistance to a
      business which is substantially similar to or competitive with the
      Corporation’s Business.

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              9.

            	
              CONSULTANT
      NOT AN EMPLOYEE – The parties acknowledge and agree that the Consultant
      shall provide the Services to the Corporation as an independent contractor
      and not as an employee of the Corporation and that an employer – employee
      relationship is not created by this Agreement.  The Consultant
      shall have no power or authority to bind the Corporation or to assume or
      create any obligation or responsibility, expressed or implied, on the
      Corporation’s behalf, or in its name, nor shall it represent to anyone
      that it has such power or authority, except as expressly provided in this
      Agreement.  As the Consultant is not an employee of the
      Corporation, he shall not be entitled to receive from the Corporation any
      benefits whatsoever and the Corporation shall not be required to make
      contributions for unemployment insurance, Canada Pension, workers
      compensation and other similar levies in respect of any fee for services
      to be paid to the Consultant pursuant to this
  Agreement.

            


    

    


    
      	
               
      

            	
              10.

            	
              NO
      DEROGATORY REMARKS – The Consultant agrees with the Corporation that from
      and after the Effective Date the Consultant and the Corporation shall not
      make any derogatory remarks regarding the Corporation and the Consultant,
      respectively, and that the Consultant will not take any act as a result of
      which the relations between the Corporation and its suppliers, customers,
      employees or others may be impaired or which act may otherwise be
      detrimental to the business of the Corporation as the same is now or may
      hereafter be carried on by the Corporation.  The Corporation
      shall be affixed with the same policy as the Consultant in this
      regard.

            


    

    


    
      	
              11.  

            	
              CONSULTANT
      SHALL NOT CONTRACT ON BEHALF OF CORPORATION – The Consultant shall not
      enter into any contract or commitment in the name of or on behalf of the
      Corporation or bind the Corporation in any respect whatsoever, nor shall
      he represent to anyone that he has such power or authority other than the
      powers and authority vested in him under the terms of this
      agreement.

            


    

    


    
      	
              12.  

            	
              USE
      OF CONSULTANT’S WORK – Notwithstanding any other provisions of this
      Agreement, the Corporation shall not be bound to act or otherwise utilize
      the Consultant’s advice or materials produced by the Consultant in the
      performance of the Services.

            


    

    


    


    
      	
               
      

            	
              13.

            	
              TERMINATION
      –

            


    

    
      	
               
      

            	
              (1)

            	
              This
      Agreement shall, if not previously terminated as provided for herein,
      automatically be terminated at the close of business March 31, 2014,
      subject to the sole discretion of the Corporation to extend the Agreement
      for a further 5 – year term.  Any options not exercised at the
      time of notice of termination shall expire fourteen (14) days after the
      date of the written notice of
termination.

            


    

    
      	
               
      

            	
              (2)

            	
              This
      Agreement may be immediately terminated by mutual consent of the parties
      at any time during the term of this
Agreement.

            


    

    
      	
               
      

            	
              (3)

            	
              The
      Corporation or the consultant may immediately terminate this Agreement in
      the event that the other party is in breach of any of the terms or
      conditions of the Agreement applicable to that other
  party.

            


    

    
      	
               
      

            	
              (4)

            	
              This
      Agreement shall be terminated automatically and with immediate effect if
      at any time either the Corporation or the Consultant becomes insolvent or
      voluntarily or involuntarily bankrupt, or makes an assignment for the
      benefit of either party’s
creditors.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              14.

            	
              INDEMNIFICATION
      – The Corporation hereby agrees to indemnify the Consultant and save him
      harmless from and against any and all losses, expenses, liabilities,
      claims (including fines, penalties and interest thereon), costs (including
      legal costs on a solicitor – client basis) and damages for or by reason of
      or in any way arising out of the Consultant’s compliance with the terms of
      this Agreement.

            


    

     

    
      	
              15.  

            	
              AMENDMENTS
      AND WAIVERS – No amendment to this Agreement shall be valid or binding
      unless set forth in writing and duly executed by both of the parties
      hereto.  No waiver of any breach of any term or provision of
      this Agreement shall be effective or binding unless made in writing and
      signed by the party purporting to give the same and, unless otherwise
      provided in the written waiver, shall be limited to the specific breach
      waived.

            


    

    


    
      	
               
      

            	
              16.

            	
              ASSIGNMENT
      – The Consultant shall not assign, transfer, sub-contract or pledge this
      Agreement or any rights or the performance of any obligation arising under
      this Agreement, without the prior written consent of the
      Corporation.

            


    

    


    
      	
               
      

            	
              17

            	
              SURVIVAL
      – Without limitation, the parties acknowledge that Sections 7, 8 and 14
      shall survive the termination of this
Agreement.

            


    

    


    
      	
               
      

            	
              18

            	
              SEVERABILITY
      – If any provision of this Agreement is determined to be invalid or
      unenforceable in whole or in part, such invalidity or unenforceability
      shall attach only to such provision or part thereof and the remaining part
      of such provision and all other provisions hereof shall continue in full
      force and effect.

            


    

    


    
      	
              19.  

            	
              FURTHER
      ASSURANCES – Each party hereto agrees from time to time, subsequent to the
      date hereof, to execute and deliver or cause to be executed and delivered
      to the other of them such instruments or further assurances as may, in the
      reasonable opinion of the other of them, be necessary or desirable to give
      effect to the provisions of this
Agreement.

            


    

    


    
      	
               
      

            	
              20.

            	
              GOVERNING
      LAW – This Agreement and the rights and obligations and relations of the
      parties hereto shall be governed by and construed in accordance with the
      laws of the Province of Ontario and the federal laws of Canada applicable
      therein (but without giving effect to any conflict of laws
      rules).  The parties hereto agree that the courts of Ontario
      shall have jurisdiction to entertain any action or other legal proceedings
      based on any provisions of this Agreement.  Each party hereto
      does hereby attorn to the jurisdiction of the courts of the Province of
      Ontario.

            


    

    


    IN
WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.

    


    SIGNED,
SEALED AND
DELIVERED                                                                                           

    )           by:     /S/ John
Robinson   

    )                      John
Robinson

    )                      Consultant

    )

    )           by:    /S/ Kam Shah   

    
      	
              )

            	
              Bontan
      Corporation

            


    

    
      	
               
      

            	
                                                                                                                           Inc.

            


    

    )                      Per:

    )                      Name:  Kam
Shah,

                                                                                                                          CEO


    
      
         


      

      
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