INVESTOR
RELATIONS AGREEMENT
THIS INVESTOR
RELATIONS AGREEMENT (“Agreement”) is made and entered
into in duplicate effective this 1st day of January, 2007
(“Effective Date”), by and among MICRON ENVIRO
SYSTEMS, INC. , a Nevada corporation of 789 West Pender Street,
Suite 1205, Vancouver, British Columbia, Canada V6C 1H2
(“Corporation”), and Jason Gigliotti , of #328
West 22 nd Street, North Vancouver, British Columbia,
Canada V7M 2A4 (“Consultant”).
1
. Term of Agreement. The respective duties and
obligations of the parties shall commence on the Effective Date and
shall continue for a period of twelve (12) months or until
terminated by either of the parties as specified below. In
the event either party to this Agreement desires to terminate this
Agreement prior to expiration of that twelve (12) month period,
that party shall provide to the other party notice of that
party’s intention to so terminate this Agreement, and which
notice shall specify the date of termination of this Agreement;
provided, however, that such date of termination shall not be
sooner than thirty (30) days after the date that such notice is
given to such other party.
2.
Consultations. The
Consultant shall make itself available to consult with the
directors and the officers of the Corporation, at reasonable times,
concerning any issue of importance regarding certain opportunities
available to the Corporation and other relevant matters relating to
the business of the Corporation. Specifically, it is anticipated
that the Consultant shall (i) assist the directors and officers in
the preparation, filing and distribution of relevant information;
(ii) assist the directors and officers regarding communications and
correspondence; and (iii) such other services as agreed.
(“Services”)
3.
Compensation. In
consideration and compensation for the provision of the Services,
the Corporation shall issue to the Consultant four hundred thousand
(400,000) of the Corporation’s common stock and the
certificate for those shares shall specify the typical Rule 144
legend.
4
. Management Power of the Consultant. The
business affairs of the Corporation and the operation of business
of the Corporation shall be conducted by the officers,
administrative staff and employees of the Corporation. It is not
the intention of the Corporation to grant or delegate to the
Consultant, and the Corporation does not hereby grant or delegate
to the Consultant any power of direction, management, supervision
and control of the administrative staff or other employees of the
Corporation.
5.
Consultant to Act as Agent. From time to
time, the Corporation may deem it advisable to enter into
agreements with various persons. Regarding those agreements,
the Consultant shall be, and hereby is, designated as an agent of
the Corporation for the purpose of negotiating the terms and
conditions of those agreements. The Consultant, however,
shall not obligate the Corporation to any such agreement without
first obtaining the approval of the terms and conditions of any
such agreement from the Board of Directors of the Corporation.
1
6.
Confidential Information and Trade Secrets.
a.
In the course
of the discharge of the Consultant’s duties to the
Corporation, as a result of Consultant’s relationship with
the Corporation, the Consultant shall have access to, and become
acquainted with, information concerning the business of the
Corporation, including, but not necessarily limited to, financial,
personnel, credit, sales, planning and other information which is
owned by the Corporation and used regularly in the operation of the
business of the Corporation, and this information constitutes trade
secrets of the Corporation.
b.
During the
term of this Agreement and at all times thereafter, the Consultant
shall not disclose any such trade secrets, directly or indirectly,
to any other person or use those secrets in any way, except as is
required to carry out, perform and effectuate the services
contemplated by the provisions of this Agreement.
c.
The sale or
unauthorized use or disclosure of any of the Corporation’s
trade secrets obtained by the Consultant during the
Consultant’s relationship with the Corporation, including
information concerning the Corporation’s current or any
future or proposed transactions, services, or products, the facts
that any such transactions, services, or products are planned,
being considered or in process, as well as any descriptions
thereof, constitute unfair competition. The Consultant shall not
engage in any unfair competition with the Corporation, either
during the term of this Agreement or at any time
thereafter.
d.
All files,
discs, documents, writings, records, drawings, specifications,
equipment and similar items relating to the business of the
Corporation are, and shall remain, exclusively the property of
Client.
7.
Ownership of Books, Records, and Papers.
a.
All records
of the accounts of customers, debtors, service providers,
suppliers, distributors, clients, and any other records and books
relating in any manner whatsoever to the conduct of the
Corporation’s business during the term of this Agreement,
whether prepared by the Consultant or otherwise coming into the
Consultant’s possession, shall be the exclusive property of
the Corporation.
b.
All such
books and records shall be returned immediately to the Corporation
by the Consultant on any termination of this
Agreement.
8.
Registration Status of Consultant. The
Consultant is not engaged in the business of effecting
transactions in securities for the accounts of others. The
Consultant is not registered with any agency as a broker-dealer,
investment advisor or investment manager, and, as a result, is
precluded by law from providing to the Corporation services which
would be considered to be those of a broker-dealer, investment
advisor or investment manager in connection with the placement,
offer or sale of securities of the Corporation. None of the
services to be provided by the Consultant pursuant to the
provisions of this Agreement are intended to be or shall be
construed as offering or selling securities, or providing
investment, legal or tax advice.
2
9.
Services of Consultant Not Exclusive. The
Consultant may represent, perform services for, and be employed by,
any additional persons as the Consultant, in the Consultant’s
sole and absolute discretion, determines to be necessary or
appropriate.
10.
Employment of Assistants. If it is
necessary for the Consultant to have the aid of
assistants or
the services of other person, in order to perform the duties and
obligations required of the Consultant pursuant to this Agreement,
the Consultant may from time to time, employ, engage or retain the
services of such other person, with the Corporations prior written
consent.
11.
Relationship Created. The
Consultant is not an employee of the Corporation for
any purpose
whatsoever, but the Consultant is an independent contractor.
The Corporation is interested only in the results obtained by
the Consult
