Exhibit 10.1
CONSULTING AGREEMENT
THIS AGREEMENT IS MADE as of the 17th day of March, 2015.
BETWEEN:
PAPERNUTS CORPORATION,
a company incorporated under the laws
of the Province of Ontario, Canada
(hereinafter called the "Company")
- and -
DON GIROTTI
an individual resident at 2 Lantana Circle, St. Catherines, Ontario, L2M 7M5,
(hereinafter called the "Consultant")
WHEREAS the Company wishes to engage the Consultant to provide to the Company
those Consulting Services and otherwise perform the duties and responsibilities
as set out in the Schedule "A" of this Consulting Agreement and the Consultant
agrees to accept that engagement;
AND WHEREAS the Consultant is committed to providing those consulting services
in a professional and competent manner, and to act in the best interests of the
Company while providing them;
WHEREFORE IT IS HEREBY AGREED AS FOLLOWS:
1.
DEFINITIONS
1.1
IN THIS AGREEMENT THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
(A)
"AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON, ANY OTHER
PERSON THAT DIRECTLY OR INDIRECTLY CONTROLS, IS CONTROLLED BY, OR UNDER COMMON
CONTROL WITH THAT OTHER PERSON.
FOR THE PURPOSES OF THIS DEFINITION, A PERSON
"CONTROLS" ANOTHER PERSON IF THAT PERSON DIRECTLY OR INDIRECTLY POSSESSES THE
POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF THAT
OTHER PERSON, WHETHER THROUGH THE OWNERSHIP OF SECURITIES, BY CONTRACT OR
OTHERWISE;
(B)
"AGREEMENT" MEANS THIS AGREEMENT INCLUDING THE RECITAL AND THE
SCHEDULE ATTACHED HERETO WHICH ARE HEREBY MADE A PART HEREOF, AS IT MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME; AND THE EXPRESSIONS "HEREOF",
"HEREIN", "HERETO",
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"HEREUNDER", "HEREBY" AND SIMILAR EXPRESSIONS REFER TO THIS AGREEMENT AND UNLESS
OTHERWISE INDICATED, REFERENCES TO "SECTIONS" OR "PARAGRAPHS" ARE REFERENCES TO
SECTIONS OR PARAGRAPHS IN THIS AGREEMENT;
(C)
"COMMON SHARES" MEANS THE SHARES OF THE COMPANY WHICH ARE
ENTITLED TO ONE VOTE PER SHARE AT ANY MEETING OF THE SHAREHOLDERS OF THE
COMPANY;
(D)
"CONFIDENTIAL INFORMATION" MEANS INFORMATION OF A SENSITIVE
NATURE RELATED TO THE COMPANY OR ITS AFFILIATES, OR THEIR RESPECTIVE BUSINESSES,
WHICH IS NOT IN THE PUBLIC DOMAIN.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE
ANY INFORMATION THAT:
(I)
IS WITHIN THE PUBLIC DOMAIN AT THE DATE OF ITS DISCLOSURE TO
THE RECEIVING PARTY, OR SUBSEQUENTLY ENTERS THE PUBLIC DOMAIN (BUT ONLY AFTER IT
ENTERS THE PUBLIC DOMAIN) THROUGH NO FAULT OF THE CONSULTANT;
(II)
IS INDEPENDENTLY DEVELOPED BY OR ON BEHALF OF THE CONSULTANT
AS SHOWN BY DOCUMENTARY EVIDENCE;
(III)
IS DISCLOSED TO THE CONSULTANT BY A THIRD PARTY NOT HAVING AN
OBLIGATION OF CONFIDENCE TO THE PROPRIETOR OF THE INFORMATION AS SHOWN BY THE
DOCUMENTARY EVIDENCE;
(IV)
IS REQUIRED TO BE DISCLOSED BY A COURT OR GOVERNMENT AGENCY OR
IS PERMITTED TO BE DISCLOSED WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY; OR
(V)
IS RESIDUAL INFORMATION.
No combination of information shall be deemed to be within any of the above
exceptions, whether or not the component parts of the combination are within one
or more of the exceptions set out above, unless the combination