Exhibit 10.1


 


EXECUTIVE
SERVICE AGREEMENT


 


THIS
EXECUTIVE SERVICE AGREEMENT (the “Agreement”) is deemed made, entered into and effective this 1st day of June, 2014
(the “Effective Date”)


 


Between:      Legendary
Ventures Inc., a Nevada Corporation, with its principle business address at 5615 Doctor Peddle Cres, Mississauga, Ontario, Canada
L5M 0K4


(the
“Company").


 


And:             Zahoor
Ahmad, an individual, with his principal business address at 5615 Doctor Peddle Cres, Mississauga, Ontario, Canada L5M 0K4


 


(the
"Executive").


 


WHEREAS:


 


	A.		The
                                         Company is involved in the principal business of providing pest
                                         control services (the “Business”);
	 		 
	C.		The
                                         Executive is a professional businessman and has extensive experience in and specialized
                                         knowledge in providing pest control services and desires to provide professional consulting
                                         services to the Company and act in the capacity as its President/Chief Executive Officer,
                                         Secretary and Treasurer/Chief Financial Officer;
	 		 
	D.		The
                                         Company desires to retain the Executive to continue to act in the capacity as the President/Chief
                                         Executive Officer, Secretary and Treasurer/Chief Financial Officer, and the Executive
                                         desires to accept such positions, in order to provide such related services to the Company
                                         (collectively, the “General Services”);
	 		 
	E.		It
                                         is the intention of the Company and the Executive (at times referred to herein as “Parties”)
                                         hereby to memoralize all such agreements and understandings between them relating to
                                         the terms and conditions of the General Services and, correspondingly, it is their further
                                         intention that the terms and conditions of this agreement (the “Agreement”)
                                         will replace, in their entirety, all such prior discussions, negotiations, understandings
                                         and agreements with respect to the General Services;
	 		 
	F.		The
                                         Parties hereto have agreed to enter into this Agreement which replaces, in its entirety,
                                         all such prior discussions, negotiations, understandings and agreements, and, furthermore,
                                         which necessarily clarifies their respective duties and obligations with respect to the
                                         General Services to be provided hereunder, all in accordance with the terms and conditions
                                         of this Agreement;
	 		 
	G.		The
                                         Parties do not wish this Agreement to be an employment agreement and intend to maintain
                                         an independent contractor relationship whereby the Executive will continue to provide
                                         the General Services hereunder. The Executive shall allocate, in his discretion, the
                                         amount of time appropriate to providing General Services to the Company and the manner
                                         of the provision of any part of the General Services. The Executive may choose the location
                                         from which the Executive’s General Services are rendered, select the times during
                                         which such General Services are rendered, and the optimal form of communication through
                                         which to deliver or provide such General Services. Provided however, all decisions of
                                         the Executive in rendering the General Services must be made in good faith, in the best
                                         mutual interests of the Executive and the Company, and carried out in a manner that is
                                         generally consistent with accepted industry standards for the provision of such General
                                         Services.
















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	H.		This
                                         Agreement when duly signed and accepted by the Executive; will define the duties, responsibilities
                                         and obligations of the Executive; set forth and provide the consideration, expense allowances
                                         and any other consideration offered or provided to the Executive hereunder; and as offered
                                         by the Company to other independent contractors providing professional services and consulting
                                         services to the Company.



 


NOW
THEREFORE, in consideration of the recited ongoing relationship of the Parties and the promises, covenants, assurances, agreements
and financial compensation provided by and between the Parties all of which is mutually acknowledged as good and sufficient consideration,
by and between the Parties hereto, and the Company and the Executive hereby promise, covenant and agree as follows:


 


		1.	Remuneration
		 	 
		1.1	The
                                         Company shall pay to the Executive a monthly fee of $2,000.00 (the “Executive Fee”)
                                         and an expense allowance in such amounts as may from time to time be agreed to by and
                                         between the Executive and the Company.
		 	 
		1.2	Notwithstanding
                                         any prior issuances of common stock of the Company, the Company shall issue to the Executive
                                         1,000,000 shares of common stock at a per share price of $0.01.
		 	 
		1.3	The
                                         terms and conditions for payment of monthly service fees, expense allowances, reimbursement
                                         for the cost of providing the General Services, and other similar matters relating to
                                         financial consideration payable to the Executive hereunder are only binding on the Parties
                                         and form part of this Agreement when reduced to writing, signed by the Parties or their
                                         respective authorized signatories, and provided in the body of this Agreement.
		 	 
		1.3	The
                                         compensation provided for herein will be inclusive of any remuneration otherwise payable
                                         to the Executive may be for serving as a director of the Company or any subsidiary of
                                         the Company at the request of the Company during the currency of this Agreement.



 


	2.	Expenses





 


		2.1	The
                                         Company shall reimburse the Executive the full amount for all expenses reasonably incurred
                                         by the Executive in the proper performance of the General Services, where such expenses
                                         are pre-approved under this Agreement, pre-approved by the Company’s Board of Directors
                                         (the “Board”) or the controller of the Company at any specified rate or amount,
                                         or upon the Executive providing such receipts or other evidence as the Company may reasonably
                                         require.



 


	3.	Term
    and Notice of Termination and Termination of the Agreement





 


	3.1		The
                                         term of this Agreement shall be three years commencing on the Effective Date above and
                                         continue on for a two-year period at which date it shall terminate (herein called
                                         the “Termination Date”). The Agreement may be renewed on an annual basis
                                         thereafter upon the mutual consent of the Parties.



 


		3.2	Any
                                         Party can terminate this Agreement upon thirty (30) days written notice (herein called
                                         “Notice of Termination”) to the other Parties. If the Company terminates
                                         the Agreement prior to the Termination Date for any reason other than the Executive’s
                                         gross negligence, the Company shall pay the Executive an amount equal to six (6) months
                                         of Executive Fees within thirty (30) days of written notice of termination.



 






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		3.3	The
                                         Executive is required to provide Notice of Termination herein to the Company and his
                                         failure to do so will entitle the Company to only pay the Executive Fee on a prorated
                                         basis up to the date of the Notice of Termination by the Executive without notice.
		 	 
		3.4	All
                                         expenses and other reimbursable cost payable to the Executive hereunder are payable to
                                         the date of effective Notice of Termination as provided hereunder.



 


	4.	General
    Services







		4.1	During
                                         the continuance of this Agreement the Company hereby agrees to appoint and to retain
                                         the Executive as the President/Chief Executive Officer, Secretary, Treasurer/Chief Financial
                                         Officer of the Company, respectively. The Executive hereby agrees to be subject to the
                                         direction and supervision of, and to have such authority as is delegated to the Executive
                                         by, the Board of Directors of the Company (the “Board”), consistent with
                                         such positions. The Executive also agrees to provide such related services, associated
                                         with the positions of President/Chief Executive Officer, Secretary, Treasurer/Chief Financial
                                         Officer, as the Board may, from time to time, reasonably assign to the Executive and
                                         as may be necessary for the ongoing maintenance and development of the Company’s
                                         various Business interests during the continuance of this Agreement (herein collectively
                                         described as the “General Services”).
		 	 
		4.2	It
                                         being expressly acknowledged and agreed by the Parties that the Executive will commit
                                         to and provide to the Company the General Services on the basis set forth herein. In
                                         this regard it is hereby acknowledged and agreed that the Executive, as President/Chief
                                         Executive Officer, Secretary, Treasurer/Chief Financial Officer, shall be entitled to
                                         communicate with and shall rely upon the immediate advice, direction and instructions
                                         of the Board of Directors as a whole.
		 	 
		4.3	Without
                                         in any manner limiting the generality of the General Services to be provided as set forth
                                         in Section 5.1 and 5.2 herein and subject to the provisions of letter “G”
                                         of the Recitals hereof, it is hereby also acknowledged and agreed that Executive will,
                                         during the continuance of this Agreement, devote a substantial amount of professional
                                         and business effort, energy and enterprise, both as to the time and commitment, to the
                                         General Services.
		 	 
		4.4	The
                                         Executive will perform the said General Services faithfully, diligently, to the best
                                         of the Executive’s capabilities with the resources at its disposal and in the best
                                         interests of the Company.
		 	 
		4.5	Included
                                         in the general definition and meaning of General Services, hereunder, are those duties,
                                         responsibilities and obligations that the Executive has agreed to be bound by as a Director.
		 	 
		4.6	In
                                         any event the Executive will not engage in any activity which is in a conflict of interests
                                         with its engagement under this Agreement or contrary to the best interests of the Company.
                                         In that regard, the Executive and the Company shall regularly consult and make necessary
                                         and appropriate records available to one another to assure them, and each of them, that
                                         no potential or actual conflict of interest arises in the performance of the responsibilities
                                         hereunder by the Executive.



 


	5.	Confidentiality,
    Non-Disclosure, Non-Competition and Non-Circumvention




 


		5.1	Subject
                                         to the provisions of Section 5.6 hereof to prevent conflicts of interest, the Executive
                                         hereby covenants, promises and agrees that he will be provided with confidential, proprietary
                                         and valuable information by the Company about its clients, properties, prospects and
                                         financial circumstances from time to time during the currency of this Agreement, in order
                                         to permit the Executive to properly, effectively and efficiently carry out its tasks,
                                         duties and activities hereunder. However, by providing such disclosure of Confidential
                                         Information to the Executive, the Company relies on the Executive to hold such information
                                         as confidential and only disclose the same to those parties, whether directors, officers,
                                         employees, agents, representatives or clients and contacts of the Executive “who
                                         need to know”, in order that the Executive can carry out the objects of this Agreement
                                         as provided for herein and as communicated as between the Company and the Executive during
                                         the currency of this Agreement. Due to the nature of the relationship of the Executive
                                         to the Company no more precise limitations can be placed on the Executive’s use
                                         and disclosure of Confidential Information received from the Company pursuant hereto
                                         than as described herein.



 






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		5.2	The
                                         general nature of the Agreement between the Parties is that the Executive (also called
                                         the “Independent Contractor”) acting as an independent contractor and consultant
                                         to the Company, whereby the Independent Contractor will act on the Company’s behalf
                                         in the promotion of the Company’s interests and by way of introductions, consulting
                                         to and advising of the Company on matters related to the Business. With the broad mandate
                                         and scope of this relationship the Company must rely on the fiduciary duty of good faith
                                         that the Executive owes the Company as provided under this Agreement and as an Officer
                                         of the Company, when the Company is making disclosure to the Independent Contractor of
                                         Confidential Information about Business opportunities and competitive advantages which
                                         the Company has cultivated and developed. All Confidential Information disclosed to the
                                         Executive is disclosed on the strict condition that the Independent Contractor, will
                                         not now or at any future time, use such Confidential Information received from the Company
                                         hereunder in any manner inconsistent with the best interests of the Company, except with
                                         the express written permission of the Company. The result of these terms and conditions
                                         of disclosure of Confidential Information to the Independent Contractor by the Company
                                         is that the Independent Contractor will:

                                                                                                                                                                    

                                                                                (a)       Only
                                         disclose such Confidential Information on a “need to know” basis, but it
                                         will be up to the Independent Contractor’s reasonable discretion in acting on behalf
                                         of and in the best interests of the Company to determine what group or groups “need
                                         to know” about such information pursuant to the nature and scope of this Agreement;

                                                                                 

                                                                                (b)       The
                                         disclosure of Confidential Information from the Company to the Independent Contractor
                                         further to the intents and purposes of this Agreement will prohibit the Independent Contractor
                                         from directly or indirectly using the Confidential Information in a manner that is in
                                         conflict with or contrary to the best interests of the Company, except with the Company’s
                                         written consent;

                                                                                 

                                                                                (c)       The
                                         Independent Contractor will not use Confidential Information in a manner that in the
                                         view of the Company would constitute a direct or indirect use for a purpose which is
                                         in competition with the best interests of the Company or would be a circumvention of
                                         the Company’s right or interest in a particular Business opportunity.

                                                                                 

                                                                                (d)       The
                                         meaning of Confidential Information (herein called “Confidential Information”)
                                         will include any information disclosed by the Company that is declared by the Company
                                         either verbally or in writing, depending on the means of communication of such Confidential
                                         Information by the Company to the Independent Contractor.

                                                                                 

                                                                                (e)       The
restrictions on disclosure of Confidential Material do not apply to any of the following circumstances: 






 



	 	(i)	Information
                                         forming part of the public domain, which became such through no disclosure or breach
                                         of this Agreement on the Independent Contractor’s behalf;
	 	 	 
	 	(ii)	Information
                                         which the Independent Contractor can independently prove was received from a Third Party,
                                         which was legally entitled to disclose such information;
	 	 	 
	 	(iii)	Information
                                         which the Independent Contractor is legally obligated to disclose in compliance with
                                         any applicable law, statute, regulation, order, ruling or directive of an official, tribunal
                                         or agency which is binding on the Executive, provided that the Independent Contractor
                                         must also provide the Company with notice of such disclosure at or before releasing or
                                         disclosing the Confidential Information to such official, tribunal or agency so that
                                         the Company is afforded an opportunity to file a written objection to such disclosure
                                         with such official, tribunal or agency.








 






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		5.3	The
                                         Independent Contractor understands, acknowledges and agrees that the covenants to keep
                                         the Confidential Information confidential and not disclose it to Third Parties, except
                                         in conformity with this Agreement, is necessary to protect the proprietary interests
                                         of Company in such Confidential Information and a breach of these covenants would cause
                                         significant loss to the Company in regard to its competitive advantage, market opportunities
                                         and financial investment associated with protection of its Confidential Information.



 


		5.4	The
                                         Independent Contractor further understands, acknowledges and agrees that a breach of
                                         these covenants of confidentiality, non-disclosure, non-competition and non-circumvention
                                         under this Section 6 (in combination the “Covenants of Confidentiality, Non-Circumvention
                                         and Non Disclosure”), will likely cause such irreparable harm to the Company that
                                         damages alone would be an inadequate remedy and the Independent Contractor consent and
                                         agree such equitable remedies including injunctive relief against any further breach
                                         which are reasonably justified in addition to any claim for damages based on a breach
                                         of these Covenants of Confidentiality, Non-Circumvention and Non Disclosure.



 


		5.5	The
                                         Parties mutually acknowledge, confirm and agree that the Covenants of Confidentiality,
                                         Non-Circumvention and Non-Disclosure will survive Termination of this Agreement and will
                                         continue to bind the Independent Contractor to protect the Company’s interest in
                                         such Confidential Information disclosed pursuant hereto.



 


	6.	Change
    of Control.




 


		6.1	Where
                                         a Change of Control occurs prior to the Termination of this Agreement, then the Independent
                                         Contractor will be entitled at any time within one (1) month of the occurrence of the
                                         Change of Control, to terminate this Agreement by giving the other Party thirty (30)
                                         days notice in writing of the Independent Contractor’s intention to terminate the
                                         Agreement. In the event that the Independent Contractor Terminates the Agreement, then
                                         the Company or the legal successor to the Company (where a Change of Control involves
                                         a merger, take-over, acquisition or similar arrangement accompanying the Change of Control,
                                         which actually or effectively results in the elimination of the Company as a separate
                                         or subsisting legal entity whereby it is replaced by the legal successor which will hereinafter
                                         be called the “Successor Company”), will be obligated to pay a termination
                                         bonus (the “Termination Bonus”) to the Independent Contractor equal to the
                                         greater of the remaining Executive Fees for the Term of Agreement or six (6) months of
                                         Executive Fees in addition to all unpaid amounts due and owing to the Independent Contractor
                                         by the Company at the time of such Termination.



 


		6.2	Payment
                                         of the Termination Bonus to the Executive pursuant to sub-section 7.1 will be made by
                                         the Company or the Successor Company within thirty (30) days of the date that the notice
                                         of termination was delivered by the terminating Party, and such Termination Bonus will
                                         only be payable where:

                                                                                                                                                                    

                                                                                (a)      the
                                         Independent Contractor is not in breach of any of the terms and conditions of this Agreement
                                         such that the Company or the Successor Company, as the case may be, is legally entitled
                                         to terminate this Agreement pursuant hereto, and




 






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		(b)      the
    Independent Contractor delivers a duly executed copy of such signed release and waiver of claim as prepared by the Company
    or the Successor Company pursuant to the settlement that: such Termination Bonus together with all other outstanding monies
    duly owing to the Executive will, upon payment pursuant to this sub-sections 7.2 and 7.3, constitute a full and final payment
    and consideration, in settlement of any and all outstanding claims or potential claims, that the Independent Contractor has
    or may have against the Company or the Successor Company, or their respective Board of Directors, Officers, successors or
    other assigns, arising out of or in relation to the Independent Contractor relationship to the Company or the Successor Company
    under this Agreement.




 


	7.	Governing
    Law, Jurisdiction and Currency




 


		7.1	This
                                         Agreement shall be governed by and interpreted in accordance with the laws of the State
                                         of Nevada, without giving effect to the principles of conflicts of law thereof.



 


		7.2	Unless
                                         otherwise mutually agreed to in writing by the Parties, any action, proceeding or arbitration
                                         in regard to a dispute or direction relating to the subject matter of this Agreement
                                         will be solely within the jurisdiction of the appropriate court, tribunal or arbitrator
                                         of competent jurisdiction within the State of Nevada.



 


		7.3	Unless
                                         otherwise expressly provided for herein or agreed upon in writing by the Parties, all
                                         references to money or money consideration are deemed to be in United States Currency
                                         (“US$”)



 


	8.	Notice





 


		8.1	All
                                         notices to be given with respect to this Agreement, unless otherwise provided for, shall
                                         be given to Cleary, the Company and the Executive at the respective addresses, fax numbers
                                         and email addresses shown below or otherwise communicated by the Parties to each other
                                         for such notice and service matters during the currency of this Agreement.



 


		8.2	All
                                         notices, requests, demands or other communications made by a Party will be deemed to
                                         have been duly delivered: (i) on the date of personal delivery utilizing a process server,
                                         courier or other means of physical delivery to the intended recipient (“Personal
                                         Service”); or (ii) on the date of facsimile transmission (the “Fax”)
                                         on proof of receipt of the Fax; or (iii) on the date of electronic mail (the “email”)
                                         with verifiable proof of receipt of such email; or (iv) on the seventh (7th)
                                         day after mailing by registered mail with postage prepaid (“Registered Mail”),
                                         to the Party’s address, Fax number, email address set out in this Agreement or
                                         such other addresses Fax numbers or email address as the Parties or their Representatives
                                         may have from time to time during the currency of this Agreement or thereafter and communicated
                                         to the other Parties for the purposes of this Agreement.



 


	9.	Entire
    Agreement




 


		9.1	This
                                         Agreement constitutes the entire agreement between the Parties with respect to the subject
                                         matter hereof and replaces, restates in full and supersedes all other prior agreements
                                         and understandings, both written and oral.



 






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	10	Assignments




 


		10.1	The
                                         Parties agree that neither will assign this Agreement without prior written consent of
                                         the other Party.



 


	11.	Inurement




 


		11.1	This
                                         Agreement shall be binding upon and inure to the benefit of the parties and their respective
                                         successors and authorized assigns. Any attempt by either party to assign any rights,
                                         duties or obligations that may arise under this Agreement without the prior written consent
                                         of the other party shall be void.



 


	12.	Entire
    Agreement and Severance




 


		12.1	This
                                         document contains the entire agreement between the Parties with respect to the subject
                                         matter hereof, and neither Party is relying on any agreement, representation, warranty,
                                         or other understanding not expressly stated herein. In the event that any provision of
                                         this Agreement will be held to be invalid, illegal or unenforceable in any circumstances,
                                         the remaining provisions will nevertheless remain in full force and effect and will be
                                         construed as if the unenforceable portion or portions were deleted.



 


	13.	Time
    if of the Essence




 


		13.1	Time
                                         is of the essence in this Contract. A waiver of the strict performance requirements hereunder
                                         in on instance will not constitute a waiver for any other instance where time for performance
                                         is specified herein..



 


IN WITNESS
WHEREOF this Agreement is hereby signed, sealed and duly executed by the Parties or their duly authorized signatories on the Effective
Date first above written.


 


		Legendary Ventures
    Inc.
	 	
	Date:
    July __, 2014 	By:	 




 








	Date:
    July __, 2014	 
		Zahoor Ahmad




 


 


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