Exhibit
10.4
CONSULTING AGREEMENT
BETWEEN
DATAJUNGLE SOFTWARE INC.
Having a place of business at
1 Hines Road, Suite 202
Ottawa, Ontario, Canada K2K 3C7
(hereinafter referred to as the "Company")
- AND -
Craig A. Harper
Having a place of business at
475 Boyton Avenue
Berkeley, CA,
94707
(hereinafter referred to as the "Consultant")
WHEREAS:
The Consultant has agreed to provide consulting
services to the Company in its capacity as an independent
contractor, and the Company desires to engage the Consultant in
this capacity on the terms and conditions hereinafter set forth
which are hereby agreed to by the Consultant.
THIS AGREEMENT witnesses that the parties have agreed
that the terms and conditions of the relationship shall be as
follows:
1. Services Contracted For
The Company hereby engages the Consultant, for the
provision of services consistent with, but not necessarily limited
to, that of chief technical officer. The President and Chief
Executive Officer of the Company will assign tasks to the
Consultant from time to time at his discretion. The
consultant will assist the President and Chief Executive Officer in
defining the strategic direction of the Company’s product
offerings and technology infrastructure, assessing the
Company’s technical team and products and make
recommendations concerning technical initiatives. The
Consultant will keep in close contact with the Company through
phone, e-mail, instant messaging and regular visits as required to
perform the Consultant’s mandate.
2. Compensation
(a)
The Company will pay the Consultant a fee of
$10,000 USD per month payable in advance on the 1 st day
of each month.
(b)
The Company will reimburse the Consultant for
reasonable expenses incurred while performing its duties for the
Company, subject to approval by the Company.
(c)
The Company will issue to the Consultant or to an
affiliate of the Consultant at the direction of Consultant,
warrants to purchase 1,000,000 restricted shares of the
Company’s common stock
1
with a term of four years at $0.25 per share
upon signing of this Agreement and subject to approval by the
Board of Directors of the Company. All warrants will have
cashless exercise rights and a provision restricting conversion
of these warrants if it would cause the aggregate number of
shares of the Common Stock beneficially owned by the Consultant
and its affiliates to exceed 4.99% of the outstanding shares of
the Common Stock of the Company following such exercise.
The warrants will include provisions permitting transfer
of the warrants to another party subject to compliance with
applicable securities laws. A permitted transfer of the
warrants will include a transfer to the spouse of the Consultant
upon death of the Consultant.
3. Term of Agreement
The term of this Agreement shall commence on the date
hereof and shall remain in effect until July 31, 2008 or until
terminated in accordance with the provisions of this Agreement.
4. Service Requirements
The Consultant agrees to provide the aforementioned
services to the Company during the term of this Agreement.
The Consultant shall provide such services as an independent
contractor and shall not be deemed to be an employee of the Company
for any purpose. In providing services as an independent
contractor pursuant to the terms of this agreement, the Consultant
shall render such services in accordance with the highest
professional standards. The Consultant agrees to maintain records,
as required and specified by the Company, and to provide reports to
the Company concerning the services provided.
5.
Termination
The parties understand and agree that this
Agreement may be terminated in the following manner in the
specified circumstances:
(a)
by the Company, at any time, without notice or
payment in lieu of notice, for just cause.
(b)
by the Company, at any time, for any reason other
than just cause, by providing the Consultant with one (1)
months’ notice.
(c)
by the Consultant, at any time, upon providing the
Company with one (1) month’s notice. In such
circumstances, the Consultant agrees to make every effort to assist
the Company with transition issues during the said notice period.
This notice requirement may be waived at the discretion of
the Company.
6.
Confidential/Proprietary Information
(a)
The Consultant acknowledges that, in providing the
services set out in this Agreement, it will acquire information
about certain matters and things which are confidential and/or
proprietary to the Company, and which information is the exclusive
property of the Company including:
(i)
lists of present and prospective customers,
distributors, VARs, IMRs, and information related to the types
of technology employed by these customers distributors, VARs,
IMRs,;
(i
