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EXHIBIT 4.15 CONTRACT SERVICES AGREEMENT

Consulting Services Agreement

EXHIBIT 4.15 CONTRACT SERVICES AGREEMENT | Document Parties: SONIC ENVIRONMENTAL SOLUTIONS INC/CAN | WYPro Engineering Services Ltd You are currently viewing:
This Consulting Services Agreement involves

SONIC ENVIRONMENTAL SOLUTIONS INC/CAN | WYPro Engineering Services Ltd

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Title: EXHIBIT 4.15 CONTRACT SERVICES AGREEMENT
Date: 6/30/2005

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EXHIBIT 4.15

CONTRACT SERVICES AGREEMENT

THIS AGREEMENT made effective April 1, 2004

BETWEEN:  

 

 

SONIC ENVIRONMENTAL SOLUTIONS INC. a company incorporated under the laws of British Columbia, with business offices at 2100 – 1066 West Hastings Street, Vancouver, BC, V6E 3X2

 

 

 

(the “ Company ”)

 

 

AND:  

 

 

WYPro Engineering Services Ltd. of 119 Holdom Avenue, Burnaby, BC V5B 3T6

 

 

 

(the “ Contractor ”)


WHEREAS the Company wishes to retain the Contractor and the Contractor has agreed to provide services to the Company;

NOW THEREFORE , in consideration of the mutual promises and covenants as hereinafter set forth, the parties hereto agree as follows:

1.

PROVISION OF SERVICES

 

 

The Company hereby retains the services of the Contractor (specifically Mr. Wes Young) and the Contractor hereby agrees to provide such services upon the terms and conditions set forth in this Agreement.

 

 

2.

TERM

 

 

2.1

Term for Services . The term for the provision of services by the Contractor to the Company will be for one year from the date hereof (the “ Term ”). The Term may be extended thereafter upon the mutual agreement of the parties.

 

 

2.2

Prior Agreements . This Agreement becomes effective on April 1st, 2004. This Agreement will continue in full force and effect during the Term unless terminated in accordance with §6. This Agreement supersedes any prior employment or consulting

 

 

Sonic

WYPro

 

"Adam Sumel"

"Wes Young"

 


Contract Services Agreement Page 1 of 7

 

April 1’st, 2004

 


arrangements or agreements between the Company and the Contractor, and the Contractor acknowledges that no money or severance is owed by the Company to the Contractor as of the date hereof for the previous services of the Contractor.

3.      

FEES

 

3.1      

Fees and Expenses. For services rendered by the Contractor pursuant to this Agreement the Company will pay the Contractor monthly fee of ten thousand dollars ($10,000) plus a car allowance of five hundred dollars ($500) per month. The consultant shall be entitled to claim reimbursement of other reasonable actual expenses up to three hundred dollars ($300) per month.

 

3.2      

Stock Option Plan . The Contractor is granted options to purchase up to seventy-five thousand (75,000) common shares of the Company at a price of $3.15 per share on or before July 6 th , 2009. In the event that this Agreement expires without renewal or is terminated, before July 6 th , 2009 then the options must be exercised within three months of such termination or expiry. unless otherwise agreed to by the Company’s Board of Directors.

 

3.3      

Bonus . The Contractor shall be entitled to earn a bonus upon successful construction and operation of a commercial scale PCB Sonoprocess at a 30 tons per shift scale and within the scheduled timeframe. The bonus shall be in the form of options to purchase up to twenty-five thousand (25,000) common shares of the Company at a price of $1.61 per share on or before May 17 th , 2009.

 

3.4      

Hours . The Contractor will be expected to work such hours as may reasonably be required to carry out the Duties. The Contractor will execute the work at whatever times of the day and week he is available and deems necessary to complete the scope of work.

 

3.5      

Other . The Contractor will be provided with parking when required to be present at the Company’s offices. The Contractor will execute the work at his place of business, at the Company’s office, or elsewhere as required to complete the work in the most effective and efficient manner.

 

4.      

DUTIES

 

4.1      

Core Duties. The Contractor will carry out all engineering and engineering management requirements for the Company, including but not limited to, the design and construction of “Plant Two” which will incorporates a process based on the Company’s Platform Technology and proprietary process for the remediation of soils contaminated with PCB.

 

4.2      

Other Duties. The Contractor shall also carry out all deployment planning for site operations of Plant Two, including assistance with estimating and site logistics for the complete remediation of sites. The Contractor will provide such other services as may be required to assist in the development of Company’s business.

 

 

Sonic

WYPro

 

"Adam Sumel"

"Wes Young"

 


Contract Services Agreement Page 2 of 7

 

April 1’st, 2004

 


5.      

PRIMARILY EXCLUSIVE SERVICE

 

5.1      

Exclusivity. For the period of the contract, the Contractor will devote substantially full- time attention, energies and best efforts to the Company as may be reasonably required.

 

5.2      

Conflict of Interest. The Contractor will not undertake other activities which will substantially compromise execution of their obligations under this Agreement nor which will conflict or compete with the interests of the Company.

 

6.      

TERMINATION

 

6.1      

Termination With Cause . The Company may, at any time, without advance notice to the Contractor, or payment of any compensation in lieu of notice, forthwith terminate the services of the Contractor for cause. The term “cause” means (i) a persistent breach of this Agreement by the Contractor and the Contractor fails to cure the breach within thirty days following written notice by the Company; or (ii) the existence of factors such as malfeasance or gross negligence entitling the Company to terminate the Contractor at common law.

 

6.2      

Termination Without Cause . The Company may at any time, upon 90 days advance notice to the Contractor, forthwith terminate the services of the Contractor other than for cause. This Agreement will terminate upon the death or disability (incapacity for not less than 120 days) of Mr. Wes Young.

 

6.3      

Other Payments . The Contractor acknowledges and agrees that the payment in §6.2 is inclusive of any compensation or payments to which the Contractor may be entitled.

 

6.4      

Termination by the Contractor . The Contractor may terminate this Agreement upon 90 days’ notice to the Company, in which case the obligations of the Company will be the same as though the services were terminated for cause.

 

6.5      

Other Claims . The Contractor acknowledges and agrees that the notice and provisions for compensation on termination provided in this Section are fair and reasonable and agrees that upon any termination of the Contractor’s services by the Company, or upon any termination of this Agreement by the Contractor, the Contractor will have no action, cause of action, claim or demand against the Company or any other person as a consequence of such termination.

 

7.      

CONFIDENTIAL INFORMATION AND WORK PRODUCT

 

7.1      

Confidentiality. The Contractor will not, during the Term or at any time after the termination of his services by the Company, use for himself


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