DIRECTOR
AGREEMENT
THIS DIRECTOR
AGREEMENT (the "
Agreement ") is entered into on June 8, 2009.
MANTRA VENTURE
GROUP LTD. ,
a corporation
incorporated under the laws of British Columbia having its
principal business office at Suite 1205, 207 West Hastings Street,
Vancouver, British Columbia, V6B 1H7
AND
Vancouver,
British Columbia, V6S 1X1
WHEREAS:
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The Company is
engaged in the business of researching, developing, marketing,
distributing and licensing sustainable technologies and
initiatives;
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B.
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The Company
wishes to engage the consultant to serve on the Company’s
Board of Directors.
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THIS AGREEMENT
WITNESSES that
in consideration of the premises and mutual covenants
contained in this Agreement and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby
agree as follows:
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The Company
hereby engages the Consultant to provide services in accordance
with the terms and subject to the conditions of this Agreement
through and the Consultant hereby accepts such
engagement.
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The term of the
Consultant’s engagement shall be for a period of 60 days from
the on which the Consultant is officially appointed as a director
of the Company following the SEC stipulated 30 day wait period from
the filing of an information circular regarding the appointment of
the Consultant. (the “ Term ”). Upon
the expiration of the Term, the Consultant may continue to serve on
the Company’s Board of Directors and will enter into a new
Agreement with the Company.
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The Consultant
hereby agrees to provide all services associated with serving as a
member of the Company’s Board of Directors (the “
Services ”).
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In providing
the Services, the Consultant shall:
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comply with all
applicable federal, provincial, local and foreign statutes, laws
and regulations;
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not make any
misrepresentation or omit to state any material fact that may
result in a misrepresentation regarding the business of the
Company; and
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not disclose,
release or publish any information regarding the Company without
its prior written consent.
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4. RELATIONSHIP
AMONG THE PARTIES
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Nothing
contained in this Agreement shall be construed to (i) constitute
the parties as joint venturers, partners, co-owners or otherwise as
participants in a joint undertaking; (ii) constitute the Consultant
as an agent, legal representative or employee of the Company; or
(iii) authorize or permit Consultant or any director, officer,
employee, agent or other person acting on its behalf to incur on
behalf of the other party any obligation of any kind, either
express or implied, or do, sign or execute any things, deeds, or
documents which may have the effect of legally binding or
obligating the Company in any manner in favour of any individual,
business, trust, unincorporated association, corporation,
partnership, joint venture, limited liability company or other
entity of any kind. The Company and the Consultant agree
that the relationship among the parties shall be that of
independent contractor.
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5. COMPENSATION
AND EXPENSES
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The Company
shall reimburse the Consultant for any expenses reasonably incurred
in the carrying out of the Services, if the Consultant requests and
receives written approval from the Company to incur such
expenses.
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The Consultant
shall receive options to purchase 33,333 shares of the
Company’s common stock in accordance with Schedule
“A” attached hereto for the Services provided pursuant
to this Agreement.
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6. SERVICES
NOT EXCLUSIVE
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The Consultant
agrees that he shall, at all times, faithfully and in a
professional manner perform all of the duties that may be
reasonably required of the him pursuant to the terms of this
Agreement. The Company acknowledges that Consultant is engaged in
other business activities, and that the Consultant shall be
permitted to continue such activities during the term of this
Agreement. The Consultant shall not be restricted from
engaging in other business activities during the term of this
Agreement.
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7. SUSPENSION
AND TERMINATION.
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Force
Majeure . The
Company shall have the right to suspend this agreement in the event
of force majeure at any time (provided written notice to the
Consultant shall be promptly given), without any further obligation
to the Consultant. The suspension of this Agreement
shall not relieve the Consultant of any of his obligations
hereunder or otherwise in connection with the
Services. The Company shall have the right to terminate
this Agreement by giving written notice to the Consultant where an
event or events of force majeure continue for a continuous period
of forty-eight (48) hours, excluding non-business days or five (5)
days in the aggregate at any other time.
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Effect of
Termination . If
the Company terminates this Agreement in accordance with the
provisions hereof, the Company shall be released and discharged
from any further liability or obligation whatsoever to the
Consultant.
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The Consultant
shall not, without prior authorization of the Company, at any time
during the term of this agreement, or thereafter, disclose to any
person, firm, association or corporation other than the directors,
officers or employees of the Company, the private or business
affairs of the Company or its affiliated companies, or any other
information of a private or confidential nature concerning the
Company or its affiliated companies including, without
limitation:
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information
concerning trade secrets, products, technology, sales literature
and brochures, forms, business policies and concepts, and contracts
of the Company;
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information
concerning manufacturing and production, pricing and sales
policies, and marketing techniques and concepts in respect of
products and services provided or to be provided by the
Company;
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names,
addresses and contact information of past, present or prospective
customers, employees, shareholders, officers, directors or
associates of the company, or any person or entity having a past,
present, or prospective business relationship with the Company,
and
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names,
addresses and contact information of past, present or prospective
suppliers, consultants, lenders or professional advisors of the
Company and prices or rates charged by them
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which by virtue
of the Consultant’s position, the Consultant may obtain
during the term of this Agreement, or which the Consultant obtained
during the course of their former engagement with the
Company.
The Consultant
acknowledges that the above-mentioned confidential information
could be used to the detriment of the
Company. Accordingly the Consultant undertake to treat
confidentially all such information and agree not to disclose it to
any third party or use it for any purpose or reason without the
express written permission of the Company except as may be
necessary to perform their duties, whether during the term of this
Agreement or following termination the Consultant’s
engagement by the Company.
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During the term
of this Agreement neither the Consultant shall hire or take away or
cause to be hired or taken away any employee or consultant of the
Company. For a period of twelve (12) months following
the termination of this Agreement the Consultant shall not hire or
take away or cause to be hired or taken away any employee who was
in the employ of the Company during the twelve (12) months
preceding such termination.
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The Consultant
agree that the results and proceeds of the Services under this
Agreement, although not created in an employment relationship,
shall, for the purpose of copyright only, be deemed a work made in
the course of employment under Canadian law or a work-made-for-hire
under United States law and all other comparable international
intellectual property laws and conventions. All work and
materials, including all intellectual property, and any other
rights, including without limitation copyright, all rental and
lending rights thereto, which the Consultant may have in and to the
results and proceeds of the Services, shall vest irrevocably and
exclusively with the Company, and are otherwise hereby assigned to
the Company as and when created. The Consultant hereby
waive in favor of the Company any moral rights which it may have,
if any, in and to any works, materials, or services which it may
provide or create under this Agreement.
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11. REPRESENTATIONS
AND WARRANTIES
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The Consultant
each represent, warrant and covenant to the Company as
follows:
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All material,
notes, writing, ideas, written, submitted or interpolated by the
Consultant under this Agreement or with respect to the production
or preparation of the Advertisements shall originate with the
Consultant or be based on materials supplied by the Company and
shall not be copied in whole or part from any other work except to
the extent that such work is non-proprietary or in the public
domain.
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To the best of
the Consultant’s knowledge, information and belief, all of
the results and proceeds of the Services shall not defame any
person and shall not infringe upon the copyright, moral rights,
publicity rights, privacy rights or any other right of any person
or company or violate any law or judicial or governmental
order.
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The Company
agrees to indemnify and hold harmless the Consultant and its
respective agents and employees, against any losses, claims,
damages or liabilities, joint or several, to which either party, or
any such other person, may become subject, insofar as such losses,
claims, damages or liabilities (or actions, suits or proceedings in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in the registration statement, any preliminary
prospectus, the prospectus, or any amendment or supplement thereto;
or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein, or
necessary to make the statements therein not misleading; and shall
reimburse the Consultant, or any such other person, for any legal
or other expenses reasonably incurred by the Consultant, or any
such other person, in connection with investigation or defending
any such loss, claim, damage, liability, or action, suit or
proceeding.
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The Consultant
agrees to indemnify and hold harmless the Company, its partners,
fina
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