section, the Contractor would otherwise be entitled to receive a fractional
Compensation Share.
If the Agreement is terminated by the Company, unless the termination is
undertaken pursuant to Section 4.2, the Compensation Shares shall remain the
property of the Contractor and be considered to be fully paid for.
3.3
VOTING OF COMPENSATION SHARES.
THE
CONTRACTOR COVENANTS AND AGREES THAT, WITH RESPECT TO THE COMPENSATION SHARES
THAT IT RECEIVES, IT SHALL, AT ALL TIMES THAT IT IS THE BENEFICIAL OWNER OF SUCH
SHARES, VOTE SUCH SHARES ON ALL MATTERS COMING BEFORE IT AS A STOCKHOLDER OF THE
COMPANY IN THE SAME MANNER AS THE MAJORITY OF THE BOARD OF DIRECTORS OF THE
COMPANY SHALL RECOMMEND.
3.4
INFORMATION.
SUBJECT TO THE TERMS OF
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ARTICLE 5 HEREOF, AND PROVIDED THAT
THE CONTRACTOR AGREES THAT IT WILL NOT DISCLOSE ANY MATERIAL NON-PUBLIC
INFORMATION TO ANY PERSON OR ENTITY, THE COMPANY SHALL MAKE AVAILABLE TO THE
CONTRACTOR SUCH INFORMATION AND DATA AND SHALL PERMIT THE CONTRACTOR TO HAVE
ACCESS TO SUCH DOCUMENTS AS ARE REASONABLY NECESSARY TO ENABLE IT TO PERFORM THE
SERVICES UNDER THIS AGREEMENT.
THE COMPANY ALSO AGREES THAT IT WILL ACT
REASONABLY AND PROMPTLY IN REVIEWING MATERIALS SUBMITTED TO IT FROM TIME TO TIME
BY THE CONTRACTOR AND INFORM THE CONTRACTOR OF ANY MATERIAL INACCURACIES OR
OMISSIONS IN SUCH MATERIALS.
3.6.
Cash Compensation.
Contractor shall
also be paid $2,250 USD on the 15th of each of the 36 months of the Term period
as a consulting fee, plus reimbursement of expenses, subject to the provisions
of Section 2.1 herein.
ARTICLE 4
DURATION, TERMINATION AND DEFAULT
4.1
EFFECTIVE DATE.
THIS AGREEMENT SHALL
BECOME EFFECTIVE AS OF SEPTEMBER 20, 2011 (THE "EFFECTIVE DATE"), AND SHALL
CONTINUE TO SEPTEMBER 20, 2014 (THE "TERM") OR UNTIL EARLIER TERMINATED PURSUANT
TO THE TERMS OF THIS AGREEMENT.
3
4.2
TERMINATION.
WITHOUT PREJUDICING ANY
OTHER RIGHTS THAT THE COMPANY MAY HAVE HEREUNDER OR AT LAW OR IN EQUITY, THE
COMPANY MAY
TERMINATE THIS AGREEMENT IMMEDIATELY UPON IT ELECTION TO DO SO, OR
IF IT SO ELECTS, UPON DELIVERY OF WRITTEN NOTICE TO THE CONTRACTOR IF:
(A)
THE CONTRACTOR BREACHES SECTION 2.2 OF THIS AGREEMENT;
(B)
THE CONTRACTOR BREACHES ANY OTHER MATERIAL TERM OF THIS
AGREEMENT AND SUCH BREACH IS NOT CURED TO THE REASONABLE SATISFACTION OF THE
COMPANY WITHIN THIRTY (30) DAYS AFTER WRITTEN NOTICE DESCRIBING THE BREACH IN
REASONABLE DETAIL IS DELIVERED TO THE CONTRACTOR;
(C)
THE COMPANY ACTING REASONABLY DETERMINES THAT THE CONTRACTOR
HAS ACTED, IS ACTING OR IS LIKELY TO ACT IN A MANNER DETRIMENTAL TO THE COMPANY
OR HAS VIOLATED OR IS LIKELY TO VIOLATE THE CONFIDENTIALITY OF ANY INFORMATION
AS PROVIDED FOR IN THIS AGREEMENT;
(D)
THE CONTRACTOR IS UNABLE OR UNWILLING TO PERFORM THE SERVICES
UNDER THIS AGREEMENT, OR
(E)
THE CONTRACTOR COMMITS FRAUD, SERIOUS NEGLECT OR MISCONDUCT
IN THE DISCHARGE OF THE SERVICES.
4.3
DUTIES UPON TERMINATION.
UPON
TERMINATION OF THIS AGREEMENT FOR ANY REASON, THE CONTRACTOR SHALL UPON RECEIPT
OF ALL SUMS DUE AND OWING,