YQAI 8-K
Youneeqai Technical Services, Inc. (YQAI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (earliest reported date): February 15, 2024
YouneeqAI Technical Services, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-271798 | 47-3905532 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
2700 Youngfield St., Suite 280
Lakewood, CO 80215
(Address of Principal Executive Offices) (Zip Code)
250-216-4275
Registrant's telephone number, including area code
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None
| Title of each Class | Trading Symbol | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement
Management General Services Agreements
On March 1, 2024, the Company entered into a General Service Agreement with its Chief Executive Officer, Murray Galbraith. The General Service Agreement has a term of 3 years, expiring on February 27, 2027. Starting March 1, 2024, Mr. Galbraith is to receive a monthly gross fee of $7,500 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. A compensation review is to be performed by the Board of Directors in October 2024 and thereafter annually, a month after year end. Mr. Galbraith, after the successful uplisting of the Company’s publicly common stock from the OTC Pink Sheets to the OTC QB and the completion of a public offering of $10 Million or greater, will receive a one-time signing bonus of $50,000.
On March 1, 2024, the Company entered into a General Service Agreement with Calderan Ventures, Ltd, (“Calderan Ventures”) an entity owned by our director, James D. Romano. The General Service Agreement has a term of 3 years, expiring on February 27, 2027. Starting March 1, 2024, Calderan Ventures is to receive a monthly gross fee of $7,500 and is eligible at the determination of the Board of Directors to receive stock options under the Company’s 2024 Equity Incentive Plan. A compensation review is to be performed by the Board of Directors in October 2024 and thereafter annually, a month after year end. Calderan Ventures, after the successful uplisting of the Company’s publicly common stock from the OTC Pink Sheets to the OTC QB and the completion of a public offering of $10 Million or greater, will receive a one-time signing bonus of $50,000.
Consulting Agreements
In February and March 2024, the Company entered into Consulting Agreements for services to be provided to the Company in connection with uplisting its publicly traded common stock and organizing a public financing. The Consulting Agreements provide for compensation for a total of 43,150,000 shares of its restricted common stock. The shares issued on February 15, 2024 were valued at $0.10 per share or $3,315,000 in stock compensation expenses. The shares issued in March 2024 were valued at $0.35 per share or $3,500,000 in stock compensation expenses.
| Consultant | Date of Subscription Agreement | Expiration of Subscription Agreement | Cash Payment if required | Number of Shares | Market Price for Valuation | ||||||||||||||||
| Mav DB Consulting LLC | 2/15/2024 | (1 | ) | $ | 1,000,000 | 11,000,000 | $ | 0.10 | |||||||||||||
| Ginsberg Consulting Services LLC | 2/15/2024 | (1 | ) | 6,400,000 | $ | 0.10 | |||||||||||||||
| The Governance Box Inc. | 2/15/2024 | (1 | ) | $ | 200,000 | ||||||||||||||||
| Enkrateia Holding LTD | 2/15/2024 | (1 | ) | 500,000 | $ | 0.10 | |||||||||||||||
| Pioneer Garage LTD | 2/15/2024 | (1 | ) | 3,000,000 | $ | 0.10 | |||||||||||||||
| Carran Schneider | 2/15/2024 | (1 | ) | 2,250,000 | $ | 0.10 | |||||||||||||||
| Venda Distributors Inc | 2/15/2024 | (1 | ) | 10,000,000 | $ | 0.10 | |||||||||||||||
| Pioneer Garage LTD | 3/14/2024 | (1 | ) | 4,000,000 | $ | 0.35 | |||||||||||||||
| Sean Webster | 3/15/2024 | (1 | ) | 6,000,000 | $ | 0.35 | |||||||||||||||
| 43,150,000 | |||||||||||||||||||||
(1) None - Terminated at the discretion of the consultant
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SECTION 2 – FINANCIAL INFORMATION
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See the disclosures under Item 1.01 of this Current Report on Form 8-K, incorporated herein by this reference.
SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
Sales of Unregistered Securities
We have sold securities without registering the securities under the Securities Act of 1933 as shown in the following summaries, including transactions occurring to the date of this filing:
| Date | Amount per share | Total Investment | Number of Common Shares | |||||||||||
| March 15, 2024 | $ | 0.15 | $ | 100,000 | 666,667 | |||||||||
| March 15, 2024 | $ | 0.15 | $ | 50,000 | 333,333 | |||||||||
Exemption From Registration Claimed
The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. All of the individuals and/or entities that purchased the unregistered securities were primarily existing shareholders, known to us and our management, through pre-existing business relationships, as long-standing business associates and employees. All purchasers were provided access to all material information, which they requested, and all information necessary to verify such information and were afforded access to our management in connection with their purchases. All purchasers of the unregistered securities acquired such securities for investment and not with a view toward distribution, acknowledging such intent to us. All certificates or agreements representing such securities that were issued contained restrictive legends, prohibiting further transfer of the certificates or agreements representing such securities, without such securities either being first registered or otherwise exempt from registration in any further resale or disposition.
.
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SECTION 9 - FINANCIAL STATEMENTS AND EXHIBIT
Item 9.01 Exhibits
The following exhibits are filed with this report on Form 8-K.
| Exhibit Number | Exhibit |
| 10.1 | General Services Agreement – Murray Galbraith, CEO |
| 10.2 | General Services Agreement – Calderan Ventures, LTD. (James D. Romano) |
| 10.3 | Mav DB Consulting LLC Consulting Agreement |
| 10.4 | Ginsberg Consulting Services LLC Consulting Agreement |
| 10.5 | The Governance Box Inc. Consulting Agreement |
| 10.6 | Enkrateia Holding LTD Consulting Agreement |
| 10.7 | Pioneer Garage LTD Consulting Agreement |
| 10.8 | Carran Schneider Consulting Agreement |
| 10.9 | Venda Distributors Inc Consulting Agreement |
| 10.10 | Pioneer Garage LTD Consulting Agreement |
| 10.11 | Sean Webster Consulting Agreement |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
YOUNEEQAI TECHNICAL SERVICES, INC.
By:/s/ Murray Galbraith
___________________________
Murray Galbraith
Title: Chief Executive Officer
Date: April 2, 2024
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EXHIBIT 10.1
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 1st day of March, 2024.
| BETWEEN: |
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
(the "Company")
- AND –
Murray Galbraith. of
1589 Shawnigan Lake Road, Shawnigan Lake, BC, V0R 2W5
(the "Service Provider").
| BACKGROUND: |
| A. | The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company. |
| B. | The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement. |
| C. | The Company desires to obtain the services of Service Provider under the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties") to this General Services Agreement (the “Agreement”) agree as follows:
| 1. | COMMENCEMENT AND TERM |
This agreement commences on the 1st day of March, 2024 (“the Commencement Date”) and shall terminate on the 28th day of February, 2027 (the “Termination Date”).
| 2. | POSITION AND DUTIES |
| 2.1 | Position. |
Starting on the Commencement Date, the Service Provider shall be contracted by the Company as Chief Executive Officer, and will report to the Board of Directors, as described in Appendix “A” – “Roles and Responsibilities”.
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| 2.2 | Duties. |
The Service Provider shall perform such duties as are regularly and customarily performed by Chief Executive Officer, which shall include but are not limited to the duties set forth in Schedule “A” hereto and any other duties assigned from time to time that are consistent with this position in the Company.
| Location. |
The Service Provider services will be provided initially from the Service Provider’s own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understands that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties.
| 2.3 | Time and Efforts. |
As an Independent contractor of the Company the Service Provider acknowledges that:
| (a) | he/she owes a duty of good faith and honesty to the Company; |
| (b) | unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement; |
| (c) | the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests. |
| 2.4 | Policies. |
The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider of these changes in advance.
| 2.5 | Capacity/Independent Contractor |
| (a) | In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. |
| (b) | The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner, unless authorised in writing by the Company. |
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| (c) | The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company. |
| 2.6 | Indemnification |
(a) Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
| (i) | the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors, |
| (ii) | Service Provider’s failure to perform any of its obligations under this Agreement, and |
| (b) | Notification. The Company will promptly notify the Service Provider of any claim for indemnification. |
| (c) | Survival. The Service Provider obligations under this Section 10 shall survive termination or expiration of this Agreement. |
| 3. | COMPENSATION |
| 3.1 | Compensation. |
The Company shall pay the Service Provider compensation for his/her Services as described in Appendix “A” below; this compensation may include one of the following or a combination of both:
| (a) | Hourly Based Compensation and/or fixed-price model as described in Appendix “A” below; |
| (b) | Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Appendix “A” below; |
| 3.2 | Compensation by way of Stock Options. |
Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider an option to purchase common shares in the capital of the Company as described in Appendix “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company.
| 3.3 | Payments practices, taxes, and statutory withholdings. |
All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number.
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The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction.
The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company.
| 4. | CONFIDENTIAL INFORMATION AND DEVELOPMENTS |
| 4.1 | Definitions. |
(a) “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Notwithstanding, for the avoidance of doubt, only such information shall be treated as Confidential Information which has been specifically intimated to the Service Provider as confidential in writing. Any information disclosed must be reduced in writing within seven days of disclosure and/or any confidential information must be marked as such in order to be protectable. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature:
| (i) | work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith; |
| (ii) | computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs; |
| (iii) | information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets); |
| (iv) | internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business; |
| (v) | marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing |
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techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and
| (vi) | all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting reasonably, believes is Confidential Information or that the Company takes measures to protect. |
Confidential Information does not include:
| (i) | the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies; |
| (ii) | information publicly known without breach of this Agreement or similar agreements; or |
| (iii) | information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement. |
(b) “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:
| (i) | result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information; |
| (ii) | are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company; |
| (iii) | result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or |
| (iv) | relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates. |
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| 4.2 | No Conflicting Obligations. |
The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that:
| (a) | the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”), |
| (b) | the Service Provider do not obtain, keep, use, or disclose any Unauthorized Information, and |
| (c) | the Service Provider covenant that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company. |
| 4.3 | Confidential Information. |
| (a) | All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement. |
| (b) | The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agree to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company. |
| (i) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information. |
| (ii) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information. |
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| (iii) | Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control. |
| 4.4 | Ownership of Developments and Intellectual Property Rights. |
| (a) | All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. |
| (b) | The Service Provider agree to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be. |
| (c) | In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith in Canada and worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agree, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledge and agree that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments. |
| (d) | The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider |
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contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement).
| 4.5 | Consent to Enforcement. |
The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understand that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understand that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4.
| 4.6 | Continuation of Obligations. |
The Service Provider obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason.
| 5. | RESTRICTIVE COVENANTS |
| 5.1 | Non-competition. |
While the Service Provider is contracted by the Company, it covenants and agrees that he/she will not, without the prior written approval of the Company, such approval not to be unreasonable withheld, become engaged, directly or indirectly, as an employee, consultant, partner, principal, agent or advisor in a business anywhere in North America that develops, markets, sells or licenses products or services competitive with those products or services developed, marketed, sold or licensed by the Company.
| 5.2 | Non-solicitation of Clients & Customers. |
While the Service Provider is contracted by the Company and for a period of two (2) years immediately following the termination of the Service Provider contract for any reason, the Service Provider covenant and agree that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the two year period preceding such date and with whom the Service Provider have had contact.
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| 5.3 | Non-solicitation of Employees and Contractors. |
While the Service provider is contracted by the Company and for a period of two (2) years immediately following the termination of the contract for any reason, the Service Provider covenant and agree that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during a period of 120 days immediately preceding the termination, to terminate their employment, engagement or agreement with the Company.
| 6. | TERMINATION |
6.1 The engagement of the Service Provider by the Company may be terminated at any time in the following manner and in the following circumstances:
| (a) | whenever the Company and the Service Provider mutually agree in writing to terminate this Agreement. |
| (b) | by the Service Provider providing the Company with ninety (90) day’s written notice. |
| (c) | by the Company for just cause without notice or any payment in lieu of notice; and |
| (d) | by the Company without cause upon giving the Service Provider written notice and salary in lieu thereof as set out in section 6.2. |
6.2 The Service Provider understands and agrees that if the engagement is terminated by the Company without cause pursuant to section 6.1(d), the Service Provider will be entitled to notice, or pay in lieu of notice, or a combination of both (hereinafter referred to as "Severance"), as follows:
| (a) | If the Agreement is terminated before the completion of twelve (12) months of service with the Company, the Service Provider will be entitled to six (6) months of Severance. |
| (b) | If the Agreement is terminated after the completion of twelve (12) months of service and before the completion of twenty-four (24) months of service with the Company, the Service Provider will be entitled to eighteen (18) months of Severance. |
| (c) | If the Agreement is terminated after the completion of twenty-four (24) months of service and before the completion of thirty-six (36) months of service with the Company, the Service Provider will be entitled to twenty-four (24) months of Severance. |
6.3 Termination for Cause and Basis of Cause. The employer may terminate the engagement of the Service Provider under this provision if any of the following occur:
| (a) | The death of Service Provider. |
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| (b) | The Service Provider becomes, in good faith opinion of the Company, physically or mentally disabled, for a period of more than thirty (30) consecutive days, or for a period of more than sixty (60) days in total during a twelve (12) month period, is unable to perform his/her duties. |
| (c) | Service Provider breaches any material provision of this Contract. |
| (d) | Service Provider misappropriates any funds or property of The Company. |
| (e) | Service Provider fails to comply or refuses to comply with the policies, standards, or regulations of the Company. |
| (f) | Service Provider engages in conduct, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the interests of the Company if he were retained as a Service Provider. |
| (g) | Statement of Termination for Cause. In the event of termination for cause pursuant to this provision, The Company shall give a written statement to the Service Provider, specifying the event causing such termination, and the termination shall be immediately effective. |
6.4 Upon termination of the engagement, the Service Provider will promptly return to the Company all Company property and Confidential Information in the Service Provider’s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.
6.5 Should the Company be the subject of a Corporate Take-over, Merger or other business transaction within the first twelve (12) months of this Agreement, whereby this General Services Agreement is terminated, then the Service Provider shall be entitled to the full balance of compensation to the expiry date of this Agreement
| 7. | GENERAL |
| 7.1 | Obligations Continue. |
The Service Provider obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason.
| 7.2 | Amendment or Waiver. |
No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be.
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| 7.3 | Compliance with Policies and Laws. |
The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies.
| 7.4 | Governing Law and Venue. |
This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and the federal laws of United States of America applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Las Vegas, Nevada with respect to any disputes arising out of this Agreement.
| 7.5 | Notices. |
Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows:
(a) in the case of the Company:
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors
(b) in the case of the Employee:
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
| 7.6 | Severability. |
If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law.
| 7.7 | Entire Agreement. |
This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
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| 7.8 | Currency. |
Unless otherwise specified herein all references to dollar or dollars are references to US dollars.
| 7.9 | Further Assurances. |
The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement.
| 7.10 | Counterparts/Facsimile Execution. |
This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.
INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ James D. Romano
_______________________
Authorized Signatory
EXECUTED by the Service Provider:
Murray Galbraith
/s/ Murray Galbraith
___________________________
MURRAY GALBRAITH
Print Name
Address
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SCHEDULE “A”
ROLES & RESPONSIBILITIES
Role & Responsibility:
| • | Act as the Companies CHIEF EXECUTIVE OFFICER (“CEO”); |
| • | Manage all day-to-day operations of the Company including hiring of employees and contractors for technical development, as well as sales and marketing; |
| • | Oversee all levels of sales and service including customer care; |
| • | Report directly to the Board of Directors as deemed appropriate to facilitate all activities. |
| • | Assist in the preparation of financial modelling and pro-forma financial statements and projections as required; |
| • | Review and approve budgets and expenses with the Board of Directors; • All other duties commensurate with the role of a Chief Executive Officer. |
| Compensation: |
| • | The Service Provider agrees to perform the work as described in Schedule “A”/ Role & Responsibility for a monthly salary of USD $7,500.00 effective March 1st, 2024; |
| • | The Service Provider will also be entitled to participate in the Company’s Stock Option Plan once established and as governed by the Board of Directors; |
| • | A review of compensation will be conducted by the Compensation Committee Annually commencing October 1st, 2024 or within one month following the Company’s year-end and annually thereafter; |
| • | Upon successful up-listing of the Company to NASDAQ and the closing of an IPO financing of USD$10 million or greater, the Company agrees to pay the Service Provider a one-time Success Bonus of USD$50,000.00; |
| • | Any and all future Performance Bonuses will be determined by the Compensation Committee and recommended to the Board during the annual review of the Service Providers compensation. |
EXHIBIT 10.2
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") dated this 1st day of March, 2024.
| BETWEEN: |
YOUNEEQAI TECHNICAL SERVICES, INC. of
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
(the "Company")
- AND –
Calderan Ventures Ltd. of
5657 Beaton Road, Kamloops, BC, V1S 2A4
(the "Service Provider").
| BACKGROUND: |
| A. | The Service Provider has the necessary qualifications, experience and abilities to provide services to the Company. |
| B. | The Service Provider is agreeable to providing such services to the Company on the terms and conditions set out in this Agreement. |
| C. | The Company desires to obtain the services of Service Provider under the terms and conditions set out in this Agreement. |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Company and the Service Provider (individually the "Party" and collectively the "Parties") to this General Services Agreement (the “Agreement”) agree as follows:
| 1. | COMMENCEMENT AND TERM |
This agreement commences on the 1st day of March, 2024 (“the Commencement Date”) and shall terminate on the 28th day of February, 2027 (the “Termination Date”).
| 2. | POSITION AND DUTIES |
| 2.1 | Position. |
Starting on the Commencement Date, the Service Provider shall be contracted by the Company as Strategic Advisor, and will report to the Board of Directors, as described in Appendix “A” – “Roles and Responsibilities”.
| 1 |
| 2.2 | Duties. |
The Service Provider shall perform such duties as are regularly and customarily performed by Strategic Advisors, which shall include but are not limited to the duties set forth in Schedule “A” hereto and any other duties assigned from time to time that are consistent with this position in the Company.
| Location. |
The Service Provider services will be provided initially from the Service Provider’s own office. The Company reserve the right to require that the Service Provider will provide the services from the Company’s office from time to time. The Service Provider understands that he/she may be required to travel from time to time in order to fulfill his/her duties. Pending time and schedules to be provided by the Company and agreed to by both parties.
| 2.3 | Time and Efforts. |
As an Independent contractor of the Company the Service Provider acknowledges that:
| (a) | he/she owes a duty of good faith and honesty to the Company; |
| (b) | unless prevented by ill health, or physical or mental disability or impairment, the Service Provider will devote his/her time, effort, care and attention to his/her duties set out in this Agreement; |
| (c) | the Service Provider will promote the interests of the Company and not do anything which would constitute a conflict of interest between the best interests of the Company and the Service Provider’s personal interests. |
| 2.4 | Policies. |
The Service Provider understands and agrees that the Company maintains or may maintain certain policies that relate to his/her Service. These policies include or may include conditions and general rules and procedures regarding the Company and its relations with or obligations to its customers and clients. The Company will notify the Service Provider of these changes in advance.
| 2.5 | Capacity/Independent Contractor |
| (a) | In providing the Services under this Agreement it is expressly agreed that the Service Provider is acting as an independent contractor and not as an employee. The Service Provider and the Company acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. |
| (b) | The Service Provider shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner, unless authorised in writing by the Company. |
| 2 |
| (c) | The Service Provider shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company. |
| 2.6 | Indemnification |
| (a) | Indemnification by Service Provider. The Service Provider agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from: |
| (i) | the negligent, grossly negligent, or intentional act or omission of the Service Provider or its directors, officers, employees, agents or Contractors, |
| (ii) | Service Provider’s failure to perform any of its obligations under this Agreement, and |
| (b) | Notification. The Company will promptly notify the Service Provider of any claim for indemnification. |
| (c) | Survival. The Service Provider obligations under this Section 10 shall survive termination or expiration of this Agreement. |
| 3. | COMPENSATION |
| 3.1 | Compensation. |
The Company shall pay the Service Provider compensation for his/her Services as described in Appendix “A” below; this compensation may include one of the following or a combination of both:
| (a) | Hourly Based Compensation and/or fixed-price model as described in Appendix “A” below; |
| (b) | Equity Compensation. Company’s common shares (the “Equity Compensation”) as described in Appendix “A” below; |
| 3.2 | Compensation by way of Stock Options. |
Subject to compliance with all applicable laws, regulatory bodies and the Company’s Board of Directors’ approval, the Company may agree to grant the Service Provider an option to purchase common shares in the capital of the Company as described in Appendix “A” and/or as will be decided by the Company from time to time, which will be subject to the terms and conditions of a stock option agreement to be entered into by the Service Provider and the Company.
| 3.3 | Payments practices, taxes, and statutory withholdings. |
All compensation payable to the Service Provider pursuant to this section 2 or otherwise under this Agreement, will be payable on a Retainer basis payable on the first day of each month against a tax invoice that will include the Service Provider’s details including his/her business tax number.
| 3 |
The Service Provider is responsible to pay all taxes according to the laws of his/her jurisdiction.
The Service Provider will be reimbursed from time to time for reasonable and necessary expenses incurred by the Service Provider in connection with providing the Services. All expenses must be pre-approved by the Company.
| 4. | CONFIDENTIAL INFORMATION AND DEVELOPMENTS |
| 4.1 | Definitions. |
(a) “Confidential Information” means information, whether or not originated by the Service Provider, that relates to the business or affairs of the Company, its affiliates, clients or suppliers and is confidential or proprietary to, about or created by the Company, its affiliates, clients, or suppliers. Notwithstanding, for the avoidance of doubt, only such information shall be treated as Confidential Information which has been specifically intimated to the Service Provider as confidential in writing. Any information disclosed must be reduced in writing within seven days of disclosure and/or any confidential information must be marked as such in order to be protectable. Confidential Information includes, but is not limited to, the following types of confidential information and other proprietary information of a similar nature:
| (i) | work product resulting from or related to work or projects performed for or to be performed for the Company or its affiliates, including but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith; |
| (ii) | computer software of any type or form and in any stage of actual or anticipated development, including but not limited to, programs and program modules, routines and subroutines, procedures, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs; |
| (iii) | information relating to Developments prior to any public disclosure thereof, including but not limited to, the nature of the Developments, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights, trademarks and trade secrets); |
| (iv) | internal Company personnel and financial information, vendor names and other vendor information, purchasing and internal cost information, internal services and operational manuals, and the manner and method of conducting the Company’s business; |
| (v) | marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed; and |
| 4 |
| (vi) | all information that becomes known to the Service Provider as a result of providing services to the company that the Service Provider, acting reasonably, believes is Confidential Information or that the Company takes measures to protect. |
Confidential Information does not include:
| (i) | the general skills and experience gained during the Service Provider contract with the Company that the Service Provider could reasonably have been expected to acquire in similar contract with other companies; |
| (ii) | information publicly known without breach of this Agreement or similar agreements; or |
| (iii) | information that the disclosure of which is required to be made by any law, regulation or governmental authority (to the extent of the requirement), provided that before disclosure is made, notice of the requirement (and the extent of the requirement) is provided to the Company (to the extent reasonably possible in the circumstances), and the Company is afforded an opportunity to dispute the requirement. |
(b) “Developments” means all discoveries, inventions, designs, works of authorship, algorithms, drawings, compilations of information and analyses, know-how, methods, processes, techniques, specifications and source code listings, improvements and ideas (whether or not patentable or copyrightable) and legally recognized proprietary rights (including, but not limited to, patents, copyrights, trademarks, topographies, know-how and trade secrets), and all records and copies of records relating to the foregoing, that:
| (i) | result or derive from the Service Provider services or from the Service Provider knowledge or use of Confidential Information; |
| (ii) | are conceived or made by the Service Provider (individually or in collaboration with others) during the term of the Service Provider contract by the Company; |
| (iii) | result from or derive from the use or application of the resources (including without limitation, equipment, supplies, premises) of the Company or its affiliates; or |
| (iv) | relate to the business operations of the Company or to actual or demonstrably anticipated research or development by the Company or its affiliates. |
| 5 |
| 4.2 | No Conflicting Obligations. |
The Company is contracting the Service Provider services based upon the Service Provider’s general skills and abilities. It is a condition of this contract that:
| (a) | the Service Provider is not in possession of any trade secret, confidential or proprietary information of a former contracting entity or other party (“Unauthorized Information”), |
| (b) | the Service Provider do not obtain, keep, use, or disclose any Unauthorized Information, and |
| (c) | the Service Provider covenant that he/she is not a party to an agreement with a prior contracting entity or other third party that would prohibit providing services to the Company. |
| 4.3 | Confidential Information. |
| (a) | All Confidential Information, (whether developed by the Service Provider at any time while the Service Provider was providing services to the Company, or by others contracted by or associated with the Company or its affiliates or clients), is the exclusive and confidential property of the Company or its affiliates or clients, as the case may be, and will at all times be regarded, treated and protected as such, as provided in this Agreement. |
| (b) | The success of the Company is dependent upon the ability to protect the Confidential Information from disclosure. In view of the foregoing, the Service Provider agree to make the following covenants regarding his/her conduct during and subsequent to his/her contract with the Company. |
| (i) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will not disclose Confidential Information to any person (other than as necessary in carrying out his/her duties on behalf of the Company) without first obtaining the Company’s consent, and will take all reasonable precautions to prevent inadvertent disclosure of any Confidential Information. |
| (ii) | At all times during and subsequent to the Service Provider contract with the Company, the Service Provider will take all reasonable precautions to prevent inadvertent use, copying, transfer or destruction of any Confidential Information. This prohibition includes, but is not limited to, licensing or otherwise exploiting, directly or indirectly, any products or services that embody or are derived from Confidential Information or exercising judgment or performing analysis based upon knowledge of Confidential Information. |
| 6 |
| (iii) | Within twenty-four (24) hours after the termination of this contract for any reason, the Service Provider will promptly deliver to the Company all property of or belonging to or administered by the Company including without limitation all Confidential Information that is embodied in any form, whether in hard copy or on electronic media, and that is within the Service Provider possession or under his/her control. |
| 4.4 | Ownership of Developments and Intellectual Property Rights. |
| (a) | All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. |
| (b) | The Service Provider agree to disclose all Developments, and that no intellectual property rights in the Developments are or will be retained by the Service Provider. For greater certainty, all work done during the term of this contract by the Service Provider for the Company or its affiliates is the sole property of the Company or its affiliates, as the case may be, as the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be. |
| (c) | In consideration of the compensation and/or any benefits to be received by the Service Provider under the terms of this Agreement, you hereby irrevocably sell, assign and transfer and agree in the future to sell, assign and transfer all right, title and interest in and to the Developments and intellectual property rights therein including, without limitation, all patents, copyright and copyright registration, industrial design registration, trademarks and trademark registration, other registrations, analogous grants of rights, and any goodwill associated therewith in Canada and worldwide to the Company and the Service provider will hold all the benefits of the rights, title and interest mentioned above in trust for the Company prior to the assignment to the Company. If the Service Provider have any rights to the Developments that cannot be assigned to the Company (including moral rights or droit moral), then as against the Company, the Service Provider hereby unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind with respect thereto. The Service Provider agree, at the Company's request and expense, to consent to and join in any action by the Company to enforce such rights, and agree that he/she shall not exercise those rights against any third parties without the express written consent of the Company. The Service Provider acknowledge and agree that the above waiver of rights may be invoked by any person authorized by the Company to use and/or modify the Developments. |
| (d) | The Service Provider will do all further things that may be reasonably necessary or desirable in order to give full effect to the foregoing. If the Service Provider cooperation is required in order for the Company to obtain or enforce legal protection of the Developments following the termination of the Service Provider contract, the Service Provider agree that he/she will provide that cooperation both during or after the termination of this Agreement (so long as the Company pays the Service Provider reasonable compensation for his/her time if after the termination of this Agreement). |
| 7 |
| 4.5 | Consent to Enforcement. |
The Company has invested significant resources in acquiring and developing the Confidential Information and Developments, such that they are valuable assets of the Company. Further, the Service Provider understand that his/her promises set out in sections 3.3 and 3.4 are reasonable and valid, and are a material inducement to the Company. Because damages alone for breaches of sections 3.3 and 3.4 may not be an adequate remedy, the Service Provider understand that the Company is entitled to seek an order for specific enforcement and injunctive relief from a court of competent jurisdiction in the event that the Service Provider breach of any of the provisions stipulated in sections 3.3 or 3.4.
| 4.6 | Continuation of Obligations. |
The Service Provider obligations under this Article 3 remain in effect in accordance with each of their terms and will exist and continue in full force and effect despite any breach or repudiation, or alleged breach or repudiation, of this Agreement or termination of this Agreement for any reason.
| 5. | RESTRICTIVE COVENANTS |
| 5.1 | Non-competition. |
While the Service Provider is contracted by the Company, it covenants and agrees that he/she will not, without the prior written approval of the Company, such approval not to be unreasonable withheld, become engaged, directly or indirectly, as an employee, consultant, partner, principal, agent or advisor in a business anywhere in North America that develops, markets, sells or licenses products or services competitive with those products or services developed, marketed, sold or licensed by the Company.
| 5.2 | Non-solicitation of Clients & Customers. |
While the Service Provider is contracted by the Company and for a period of two (2) years immediately following the termination of the Service Provider contract for any reason, the Service Provider covenant and agree that he/she will not, directly or indirectly, contact or solicit any Client or Customer of the Company for the purpose of entering into contracts with such clients for products or services competitive with those products or services developed, marketed, sold or licensed by the Company. For the purpose of this section, “Client or Customer” includes anyone who is a client or customer of the Company at the relevant time during the term of the Service Provider contract or at the time of the termination of the contract or anyone who was or has been a client or customer of the Company within the two year period preceding such date and with whom the Service Provider have had contact.
| 8 |
| 5.3 | Non-solicitation of Employees and Contractors. |
While the Service provider is contracted by the Company and for a period of two (2) years immediately following the termination of the contract for any reason, the Service Provider covenant and agree that he/she will neither directly nor indirectly hire, nor engage, nor solicit, induce, or attempt to induce any persons who were employees or contractors of the Company at the time of the termination of the Service Provider’s contract or during a period of 120 days immediately preceding the termination, to terminate their employment, engagement or agreement with the Company.
| 6. | TERMINATION |
6.1 The engagement of the Service Provider by the Company may be terminated at any time in the following manner and in the following circumstances:
| (a) | whenever the Company and the Service Provider mutually agree in writing to terminate this Agreement. |
| (b) | by the Service Provider providing the Company with ninety (90) day’s written notice. |
| (c) | by the Company for just cause without notice or any payment in lieu of notice; and |
| (d) | by the Company without cause upon giving the Service Provider written notice and salary in lieu thereof as set out in section 6.2. |
6.2 The Service Provider understands and agrees that if the engagement is terminated by the Company without cause pursuant to section 6.1(d), the Service Provider will be entitled to notice, or pay in lieu of notice, or a combination of both (hereinafter referred to as "Severance"), as follows:
| (a) | If the Agreement is terminated before the completion of twelve (12) months of service with the Company, the Service Provider will be entitled to six (6) months of Severance. |
| (b) | If the Agreement is terminated after the completion of twelve (12) months of service and before the completion of twenty-four (24) months of service with the Company, the Service Provider will be entitled to eighteen (18) months of Severance. |
| (c) | If the Agreement is terminated after the completion of twenty-four (24) months of service and before the completion of thirty-six (36) months of service with the Company, the Service Provider will be entitled to twenty-four (24) months of Severance. |
6.3 Termination for Cause and Basis of Cause. The employer may terminate the engagement of the Service Provider under this provision if any of the following occur:
| (a) | The death of Service Provider. |
| 9 |
| (b) | The Service Provider becomes, in good faith opinion of the Company, physically or mentally disabled, for a period of more than thirty (30) consecutive days, or for a period of more than sixty (60) days in total during a twelve (12) month period, is unable to perform his/her duties. |
| (c) | Service Provider breaches any material provision of this Contract. |
| (d) | Service Provider misappropriates any funds or property of The Company. |
| (e) | Service Provider fails to comply or refuses to comply with the policies, standards, or regulations of the Company. |
| (f) | Service Provider engages in conduct, even if not in connection with the performance of his duties hereunder, which would result in serious prejudice to the interests of the Company if he were retained as a Service Provider. |
| (g) | Statement of Termination for Cause. In the event of termination for cause pursuant to this provision, The Company shall give a written statement to the Service Provider, specifying the event causing such termination, and the termination shall be immediately effective. |
6.4 Upon termination of the engagement, the Service Provider will promptly return to the Company all Company property and Confidential Information in the Service Provider?s possession or control pertaining to the business or affairs of the Company, including any keys, pass cards, identification cards or other property belonging to the Company.
6.5 Should the Company be the subject of a Corporate Take-over, Merger or other business transaction within the first twelve (12) months of this Agreement, whereby this General Services Agreement is terminated, then the Service Provider shall be entitled to the full balance of compensation to the expiry date of this Agreement.
| 7. | GENERAL |
| 7.1 | Obligations Continue. |
The Service Provider obligations under Article 3 are to remain in full force and effect notwithstanding termination of this Agreement for any reason.
| 7.2 | Amendment or Waiver. |
No provision in this Agreement may be amended unless such amendment is agreed to in writing and signed by the Service Provider and an authorized officer of the Company. No waiver by either party hereto of any breach by the other party hereto of any condition or provision contained in this Agreement to be performed by such other party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. Any waiver must be in writing and signed by you or an authorized officer of the Company, as the case may be.
| 10 |
| 7.3 | Compliance with Policies and Laws. |
The Service Provider agree to abide by all the Company’s policies and procedures, including without limitation, the Company’s code of conduct. The Service Provider also agree to abide by all laws applicable to the Company, in each jurisdiction that it does business, including without limitation securities and regulations governing companies.
| 7.4 | Governing Law and Venue. |
This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada and the federal laws of United States of America applicable thereto. Each of the parties hereby irrevocably attorns to the exclusive jurisdiction of the Courts of Las Vegas, Nevada with respect to any disputes arising out of this Agreement.
| 7.5 | Notices. |
Any notice required or permitted to be given under this Agreement shall be in writing or email and shall be properly given if delivered to the addresses as follows:
(a) in the case of the Company:
2700 Youngfield St., Suite 100
Lakewood, CO, United States, 80215
Attention: Board of Directors (b) in the case of the Employee:
at the address noted on page 1 of this Agreement or to the last address of the Service Provider in the records of the Company.
Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if faxed, upon the date shown on the delivery receipt recorded by the sending facsimile machine.
| 7.6 | Severability. |
If any provision contained herein is determined to be void or unenforceable for any reason, in whole or in part, it shall not be deemed to affect or impair the validity of any other provision contained herein and the remaining provisions shall remain in full force and effect to the fullest extent permissible by law.
| 7.7 | Entire Agreement. |
This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
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| 7.8 | Currency. |
Unless otherwise specified herein all references to dollar or dollars are references to US dollars.
| 7.9 | Further Assurances. |
The Service Provider and the Company will do, execute and deliver, or will cause to be done, executed and delivered, all such further acts, documents and things as you or the Company may require for the purposes of giving effect to this Agreement.
| 7.10 | Counterparts/Facsimile Execution. |
This Agreement may be executed in counterpart and such counterparts together shall constitute a single instrument. Delivery of an executed counterpart of this Agreement by electronic means, including by facsimile transmission or by electronic delivery in portable document format (".pdf"), shall be equally effective as delivery of a manually executed counterpart hereof. The parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the execution hereof in counterparts or the delivery of such executed counterparts by electronic means.
INTENDING TO BE LEGALLY BOUND the parties have executed this Agreement as of the date first above written.
YOUNEEQAI TECHNICAL SERVICES INC.
Per: /s/ Murray Galbraith
Authorized Signatory
EXECUTED by the Service Provider:
Calderan Ventures Ltd.
/s/ James D. Romano
____________________
James D. Romano, President
Calderan Ventures Ltd.
____________________
Print Name
5657 Beaton Road
_______________________
Address
Kamloops, BC, V1S 2A4
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SCHEDULE “A”
ROLES & RESPONSIBILITIES
Role & Responsibility:
| • | Act as the Companies STRATEGIC ADVISOR (“Advisor”); |
| • | Providing advice in the areas of Corporate Finance, Capital Structure, processes, procedures, sales and marketing for compliance in public markets. |
| • | Introductions to Potential Investors, Underwriters, and Corporate Finance Executives. |
| • | Provide guidance and feedback on presentation materials for presentation to potential investment groups, both private and public. |
| • | Report directly to the CEO and the Board of Directors as deemed appropriate to facilitate all activities. |
| • | Monitor corporate finance activities and offer guidance to the Board. |
| • | Assist in the preparation of financial modelling and pro-forma financial statements and projections as required; |
| • | Review budgets and expenses with the Board of Directors; |
| • | All other duties commensurate with the role of a Strategic Advisor. |
| Compensation: |
| • | The Service Provider agrees to perform the work as described in Schedule “A”/ Role & Responsibility for a monthly salary of USD $7,500.00 effective March 1st, 2024; |
| • | The Service Provider will also be entitled to participate in the Company’s Stock Option Plan once established and as governed by the Board of Directors; |
| • | A review of compensation will be conducted by the Compensation Committee Annually commencing October 1st, 2024 or within one month following the Company’s year-end and annually thereafter; |
| • | Upon successful up-listing of the Company to NASDAQ and the closing of an IPO financing of USD$10 million or greater, the Company agrees to pay the Service Provider a one-time Success Bonus of USD$50,000.00; |
| • | Any and all future Performance Bonuses will be determined by the Compensation Committee and recommended to the Board during the annual review of the Service Providers compensation. |
EXHIBIT 10.3
CONSULTING AGREEMENT
This Agreement is made as of Feb 15, 2024 by and between MavDB Consulting LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico (the “Consultant”) and Youneeq AI Technical Services (“Client”), in order to set forth the terms and conditions upon which Contractor is engaged by Client.
In consideration of the engagement of the Consultant by the Client, the above premises and agreements hereinafter set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Consultant and Consultant accepts such engagement with Client to perform certain services as more specifically set forth in Section 3 below (the “Services”) upon the terms and subject to the conditions contained herein. Consultant shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in Consultant’s discretion is necessary to complete the Services. Consultant agrees that it and all of its employees and contractors, if any, shall observe all rules and policies of the Client and perform the Services in a professional, courteous and timely manner. Consultant shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client’s prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by Consultant to the Client, the Client shall pay the Consultant a consulting fee as set forth on Schedule A. |
| 3. | Scope of Services. In consideration for the consulting fee to be paid by the Client to the Consultant, the Consultant shall provide the Client the scope of services set forth on Schedule B. |
| 4. | Status as a Consultant. |
(a) The Consultant shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Consultant shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Consultant shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Consultant shall not at any time hold itself out as a representative or agent of the Client.
(b) Consultant will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Consultant compensation; (ii) pay any FICA or federal and state unemployment insurance on Consultant behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Consultant or any of its employees; or (iv) cover Consultant any of its employees under any retirement, profit sharing or other employee benefit plan or program. Consultant shall pay all federal, state and local income and self-employment taxes on Consultant income, as required by law, and shall file all applicable returns and forms in connection therewith.
| -1- |
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Consultant shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Consultant performs any services (the “Client”) from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys’ fees, arising in any way from (a) any activities of the Consultant outside the scope of this Agreement; (b) any breach by the Consultant of any of the terms or conditions of or representations and warranties of Consultant in this Agreement; (c) any failure on the part of Consultant or any of Consultant employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Consultant compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Consultant employees or consultant, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Consultant or any of its employees or Consultant of any applicable laws, rules or regulations governing the provision of the Services; and (f) to the extent not covered in (a) through (e), Consultant performance of the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Consultant against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Consultant shall be deemed actions or omissions of Consultant. |
| 6. | Performance of Services. The Consultant shall devote Consultant reasonable best efforts to the performance of the Services and shall perform the Services to the best of Consultant abilities. Consultant is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Consultant obligations under this Agreement. Consultant shall perform all work at Consultant own risk. |
| 7. | Representations and Covenants of Contractor. The Consultant represents, warrants and covenants that: (a) Consultant is free to enter this Agreement and has made no agreement and has no obligation inconsistent with Consultant obligations hereunder; (b) neither Consultant, nor any of its employees or consultant, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Consultant entering into this Agreement and performing the Services; and (c) Consultant shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Consultants employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at the discretion of the consultant at anytime. |
| 9. | Confidentiality. |
(a) “Confidential Information” shall mean all confidential and proprietary information of the Client , including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and Consultants and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Consultant by
| -2- |
the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Consultant.
(b) All Confidential Information is the property of and confidential to the Client. Neither Consultant, nor its employees or consultant, shall, during Consultant engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Consultant Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Consultant agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client’s request and the termination of Consultant’s engagement with the Client, Consultant shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Consultant possession or under Consultant control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Consultant services to the Client.
| 10. | Insurance. Consultant agrees that it shall, at its own cost and expense, obtain and provide evidence of general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings, whether written, oral or otherwise, between the parties with respect to the engagement of the Consultant by the Client. |
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. |
| 14. | Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico without regard to conflict of law principles. |
| -3- |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court of competent jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part of its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client’s subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date above.
| CONSULTANT: | CLIENT | |
| MavDB Consulting LLC | Youneeq AI Technical Services Inc | |
| /s/ David Joshua Bartch | /s/ Murray Galbraith | |
| Name: David Joshua Bartch | Name: |
| -4- |
SCHEDULE A
to
Consulting Agreement
Services Fee
The Services Fee that will be paid by the Client to the Consultant, in consideration of the Services to be provided by the Consultant to the Client – as set forth in Schedule B of this Agreement – consists of:
| • | 11,000,000 Common Shares to be registered in the S1 filed before or alongside the IPO |
| • | Payment of shares is due immediately upon execution of this agreement |
| • | $1,000,000 cash success fee paid on successful close of NASDAQ IPO |
| -5- |
SCHEDULE B
to
ConsultingAgreement
Scope of Services
The services to be provided by the Consultant to the Client, in consideration of the Consulting Fee to be paid by the Client to the Consultant – as established in Schedule A of this Agreement –, consist of the following:
Capital Markets Consulting
Introductions to potential investors
Global markets consulting
NASDAQ IPO
Introduction to potential M&A targets
Introduction to service providers including but not limited to Investment
Banks, Underwriters, legal firms, governance experts and Auditors
Preparation of investor materials including but not limited to Investor decks and presentation if needed
Counseling and training on investment pitches and presentations
| -6- |
EXHIBIT 10.4
EXHIBIT 10.5
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made as of February 15,2024 by and between The Governance Box, Inc. a company organized under the laws of Canada (the “Contractor”) and YOUNEEQAI TECHNICAL SERVICES, INC., (YQAI) (“Contractor”), to set forth the terms and conditions upon which Client engages Contractor.
In consideration of the engagement of the Contractor by the Client, the above premises and agreements from now on set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Contractor and Contractor accepts such engagement with Client to perform certain services as more specifically outlined in Section 3 below (the “Services”) upon the terms and subject to the conditions contained herein. The contractor shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in the Contractor’s discretion is necessary to complete the Services. The contractor agrees that it and all of its employees and contractors, if any, shall observe all rules and policies of the Client and perform the Services in a professional, courteous and timely manner. The contractor shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client’s prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by the Contractor to the Client, the Client shall pay the Contractor a consulting fee as set forth on Schedule A. |
| 3. | Scope of Services. In consideration of the consulting fee to be paid by the Client to the Contractor, the Contractor shall provide the Client with the scope of services set forth on Schedule B. |
| 4. | Status as Independent Contractor. |
(a) The Contractor shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Contractor shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Contractor shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Contractor shall not at any time hold itself out as a representative or agent of the Client.
(b) Contractor will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Contractor’s compensation; (ii) pay any FICA or federal and state unemployment insurance on Contractor’s behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Contractor or any of its employees; or (iv) cover Contractor or any of its employees under any retirement, profit sharing or other employee benefit plan or program. Contractor shall pay all federal, state and local income and self-employment
| 1 |
taxes on Contractor’s income, as required by law, and shall file all applicable returns and forms in connection therewith.
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Contractor shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Contractor performs any services (the “Client”) from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys’ fees, arising in any way from (a) any activities of the Contractor outside the scope of this Agreement; (b) any breach by the Contractor of any of the terms or conditions of or representations and warranties of Contractor in this Agreement; (c) any failure on the part of Contractor or any of Contractor’s employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Contractor’s compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Contractor’s employees or contractors, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Contractor or any of its employees or Contractors of any applicable laws, rules or regulations governing the provision of the Services; and (f) to the extent not covered in (a) through (e), Contractor’s performance of the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Contractor against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Contractor shall be deemed actions or omissions of Contractor. |
| 6. | Performance of Services. The Contractor shall devote Contractor’s reasonable best efforts to the performance of the Services and shall perform the Services to the best of Contractor’s abilities. Contractor is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Contractor’s obligations under this Agreement. Contractor shall perform all work at Contractor’s own risk. |
| 7. | Representations and Covenants of Contractor. The Contractor represents, warrants and covenants that: (a) Contractor is free to enter this Agreement and has made no agreement and has no obligation inconsistent with the Contractor’s obligations hereunder; (b) neither Contractor, nor any of its employees or contractors, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Contractor entering into this Agreement and performing the Services; and (c) Contractor shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Contractor’s employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at any time by either party upon providing ten (10) days written notice to the other party via overnight or certified mail return receipt requested or by the Client immediately |
| 2 |
upon written notice to the Contractor via overnight or certified mail return receipt requested upon any breach by Contractor of this Agreement.
| 9. | Confidentiality. |
(a) “Confidential Information” shall mean all confidential and proprietary information of the Client, including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and contractors and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Contractor by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Contractor.
(b) All Confidential Information is the property of and confidential to the Client. Neither Contractor, nor its employees or contractors, shall, during Contractor’s engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Confidential Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Contractor agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client’s request and the termination of Contractor’s engagement with the Client, Contractor shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Contractor’s possession or under Contractor’s control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Contractor’s services to the Client.
| 10. | Insurance. The contractor agrees that it shall, at its own cost and expense, obtain and provide evidence of general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and |
| 3 |
understandings, whether written, oral or otherwise, between the parties concerning the engagement of the Contractor by the Client.
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. |
| 14. | Governing Law. This Agreement shall be governed by the laws of BVI without regard to conflict of law principles. |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court of competent jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part of its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client’s subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date above.
| CONTRACTOR: | CLIENT: |
| THE GOVERNANCE BOX, INC | YOUNEEQAI TECHNICAL SERVICES |
| /s/ | /s/ Murray Galbraith |
| Name: | Name: |
| 4 |
SCHEDULE A
| to |
Independent Contractor Agreement
Services Fee
The Services Fee that will be paid by the Client to the Contractor, in consideration of the Services to be provided by the Contractor to the Client – as outlined in Schedule B of this Agreement – consists of:
| • | 200,000 USD |
| • | Payment is due in full at the date of signing |
| 5 |
SCHEDULE B
| to |
Independent Contractor Agreement
Scope of Services
The services to be provided by the Contractor to the Client, in consideration of the Consulting Fee to be paid by the Client to the Contractor – as established in Schedule A of this Agreement –, consist of the following:
|
|
|
| i. |
‘Capital Market’ road map that includes corporate strategy, development and execution.
|
| ii. |
Management and provide support of the Capital Markets and NASDAQ initiatives, including: a. Advisement and guidance with regards to offering concurrent with NASDAQ listing strategy: valuation. b. Liaison with company legal counsel. c. Input or Support of SEC (20F) or (F1) registration. d. Input or Support Listing Application.
|
|
iii.
|
Roadshows/ Meetings: a. To assist or provide support in identifying financial partners for the Company. b. To assist with ongoing, key stakeholder meetings when appropriate. |
|
iv.
|
Continued Communications : a. Upon receipt of comments from NASDAQ personnel, to assist with strategic advisory, response; and submission. b. Ongoing advisory, and liaison with senior stock exchange personnel. c. Liaison and reporting to c-suite and board of direction in regards to senior exchange listing including timely updated reports. |
| 6 |
EXHIBIT 10.6
INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is made as of February 15, 2024, by and between ENKRATEIA HOLDING LTD., a holding company organized under the laws of British Virgin Islands (“BVI”) (the “Contractor”) and YOUNEEQAI TECHNICAL SERVICES, INC., (YQAI) (“Contractor”), to set forth the terms and conditions upon which Client engages Contractor.
In consideration of the engagement of the Contractor by the Client, the above premises and agreements from now on set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Contractor and Contractor accepts such engagement with Client to perform certain services as more specifically outlined in Section 3 below (the “Services”) upon the terms and subject to the conditions contained herein. The contractor shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in the Contractor’s discretion is necessary to complete the Services. The contractor agrees that it and all of its employees and contractors, if any, shall observe all rules and policies of the Client and perform the Services in a professional, courteous and timely manner. The contractor shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client’s prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by the Contractor to the Client, the Client shall pay the Contractor a consulting fee as set forth on Schedule A. |
| 3. | Scope of Services. In consideration of the consulting fee to be paid by the Client to the Contractor, the Contractor shall provide the Client with the scope of services set forth on Schedule B. |
| 4. | Status as Independent Contractor. |
(a) The Contractor shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Contractor shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Contractor shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Contractor shall not at any time hold itself out as a representative or agent of the Client.
(b) Contractor will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Contractor’s compensation; (ii) pay any FICA or federal and state unemployment insurance on Contractor’s behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Contractor or any of its employees; or (iv) cover Contractor or any of its employees under any retirement, profit sharing or other employee benefit plan or program. Contractor shall pay all federal, state and local income and self-employment taxes on Contractor’s income, as required by law, and shall file all applicable returns and forms in connection therewith.
| 1 |
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Contractor shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Contractor performs any services (the “Client”) from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys’ fees, arising in any way from (a) any activities of the Contractor outside the scope of this Agreement; (b) any breach by the Contractor of any of the terms or conditions of or representations and warranties of Contractor in this Agreement; (c) any failure on the part of Contractor or any of Contractor’s employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Contractor’s compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Contractor’s employees or contractors, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Contractor or any of its employees or Contractors of any applicable laws, rules or regulations governing the provision of the Services; and (f) to the extent not covered in (a) through (e), Contractor’s performance of the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Contractor against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Contractor shall be deemed actions or omissions of Contractor. |
| 6. | Performance of Services. The Contractor shall devote Contractor’s reasonable best efforts to the performance of the Services and shall perform the Services to the best of Contractor’s abilities. Contractor is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Contractor’s obligations under this Agreement. Contractor shall perform all work at Contractor’s own risk. |
| 7. | Representations and Covenants of Contractor. The Contractor represents, warrants and covenants that: (a) Contractor is free to enter this Agreement and has made no agreement and has no obligation inconsistent with the Contractor’s obligations hereunder; (b) neither Contractor, nor any of its employees or contractors, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Contractor entering into this Agreement and performing the Services; and (c) Contractor shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Contractor’s employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at any time by either party upon providing ten (10) days written notice to the other party via overnight or certified mail return receipt requested or by the Client immediately upon written notice to the Contractor via overnight or certified mail return receipt requested upon any breach by Contractor of this Agreement. |
| 2 |
| 9. | Confidentiality. |
(a) “Confidential Information” shall mean all confidential and proprietary information of the Client, including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and contractors and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Contractor by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Contractor.
(b) All Confidential Information is the property of and confidential to the Client. Neither Contractor, nor its employees or contractors, shall, during Contractor’s engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Confidential Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Contractor agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client’s request and the termination of Contractor’s engagement with the Client, Contractor shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Contractor’s possession or under Contractor’s control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Contractor’s services to the Client.
| 10. | Insurance. The contractor agrees that it shall, at its own cost and expense, obtain and provide evidence of general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings, whether written, oral or otherwise, between the parties concerning the engagement of the Contractor by the Client. |
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. |
| 3 |
| 14. | Governing Law. This Agreement shall be governed by the laws of BVI without regard to conflict of law principles. |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court of competent jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part of its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client’s subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date above.
| CONTRACTOR: | CLIENT: |
| ENKATERIA HOLDING LTD. | YOUNEEQAI TECHNICAL SERVICES |
| /s/ Davide Tomassoni | /s/Murray Galbraith |
| Name: | Name: |
| Name: |
| 4 |
SCHEDULE A
| to |
Independent Contractor Agreement
Services Fee
The Services Fee that will be paid by the Client to the Contractor, in consideration of the Services
to be provided by the Contractor to the Client – as outlined in Schedule B of this Agreement – consists of:
| • | 500,000 Common Shares Of YQAI |
| • | Mailing Address: 5906 Longhearth Way, Manotick, Ontario, Canada, K4M 1M1 |
| • | Shares are to be registered in the S1 Filing |
| • | Payment is due in full at the date of signing |
| 5 |
SCHEDULE B
| to |
Independent Contractor Agreement
Scope of Services
The services to be provided by the Contractor to the Client, in consideration of the Consulting
Fee to be paid by the Client to the Contractor – as established in Schedule A of this Agreement –, consist of the following:
|
|
|
| i. | ‘Capital Market’ road map that includes corporate strategy, development and execution. |
| ii. |
Management and provide support of the Capital Markets and NASDAQ initiatives, including: a. Advisement and guidance with regards to offering concurrent with NASDAQ listing strategy: valuation. b. Liaison with company legal counsel. c. Input or Support of SEC (20F) or (F1) registration. d. Input or Support Listing Application. |
| iii. |
Roadshows/ Meetings: a. To assist or provide support in identifying financial partners for the Company. b. To assist with ongoing, key stakeholder meetings when appropriate. |
| iv. |
Continued Communications : a. Upon receipt of comments from NASDAQ personnel, to assist with strategic advisory, response; and submission. b. Ongoing advisory, and liaison with senior stock exchange personnel. c. Liaison and reporting to c-suite and board of direction in regards to senior exchange listing including timely updated reports. |
| 6 |
EXHIBIT 10.7
CONSULTING AGREEMENT
This Agreement is made as of Feb 15, 2024 by and between Pioneer Garage LTD, a Canadian Company (the "Consultant") and Youneeq Al Technical Services ("Client"), in order to set forth the terms and conditions upon which Contractor is engaged by Client.
In consideration of the engagement of the Consultant by the Client, the above premises and agreements hereinafter set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Consultant and Consultant accepts such engagement with Client to perform certain services as more specifically set forth in Section 3 below (the "Services") upon the terms and subject to the conditions contained herein. Consultant shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in Consultant's discretion is necessary to complete the Services. Consultant agrees that it and all of its employees and contractors, if any, shall observe all rules and policies or the Client and perform the Services in a professional, courteous and timely manner. Consultant. shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client's prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by Consultant to the Client, the Client shall pay the Consultant a consulting as set forth on Schedule A. |
| 3. | Scope of Services. In consideration for the consulting fee to be paid by the Client to the Consultant, the Consultant shall provide the Client the scope or services set forth on Schedule B. |
| 4. | Status as a Consultant. |
(a) The Consultant shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit. under any plan or program established at any time by the Client for its employees. The Consultant shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Consultant shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Consultant shall not at any time hold itself* out as a representative or agent of the Client.
(b) Consultant will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Consultant compensation; (ii) pay any FICA or federal and state unemployment insurance on Consultant behalf or on behalf of any of its employees; (iii) provide workers' compensation insurance for Consultant or any of its employees; or (iv) cover Consultant any of its employees under any retirement, profit sharing or other employee benefit plan or program. Consultant shall pay all federal, state and local income and self-employment taxes on Consultant income, as required by law, and shall file all applicable returns and forms in connection therewith.
| 1 |
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Consultant shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Consultant performs any services (the "Client") from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys' fees, arising in any way from (a) any activities of the Consultant outside the scope of this Agreement; (b) any breach by the Consultant of any of the terms or conditions of or representations and warranties of Consultant in this Agreement; (c) any failure on the part of Consultant or any of Consultant employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Consultant compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Consultant employees or consultant, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Consultant or any of its employees or Consultant of any applicable laws, rules or regulations governing the provision of the Services; and (O to the extent not covered in (a) through (e), Consultant performance or the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Consultant against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Consultant shall be deemed actions or omissions of Consultant. |
| 6. | Performance of Services. The Consultant shall devote Consultant reasonable best efforts to the performance of the Services and shall perform the Services to the best of Consultant abilities. Consultant is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Consultant obligations under this Agreement. Consultant shall perform all work at Consultant own risk. |
| 7. | Representations and Covenants of Contractor. The Consultant represents, warrants and covenants that: (a) Consultant is free to enter this Agreement and has made no agreement and has no obligation inconsistent with Consultant obligations hereunder; (b) neither Consultant, nor any of its employees or consultant, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Consultant entering into this Agreement and performing the Services; and (c) Consultant shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Consultants employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at the discretion of the consultant at any time. |
| 2 |
| 9. | Confidentiality. |
(a) "Confidential Information" shall mean all confidential and proprietary information of the Client , including without limitation, all information concerning the Client's clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and Consultants and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Consultant by the Client as evidenced by written records or is publicly known and generally available through no wrongful actor Consultant.
(b) All Confidential Information is the property of and confidential to the Client. Neither Consultant, nor its employees or consultant, shall, during Consultant engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Consultant Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client's policies, or make use of' any Confidential Information for its, his or her own purposes or for the benefit or any person or entity other than the Client in accordance with the Client's policies. Consultant agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client's request and the termination of Consultant's engagement with the Client, Consultant shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Consultant possession or under Consultant control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Consultant services to the Client.
| 10. | Insurance. Consultant agrees that it shall, at its own cost. and expense, obtain and provide evidence or general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of' the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the panics hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or to herein. This Agreement supersedes all prior agreements and understandings, whether written, oral or otherwise, between the parties with respect to the engagement of the Consultant by the Client. |
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties' intent. |
| 14. | Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico without regard to conflict of law principles. |
| 3 |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court or competent. jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent or the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part or its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client's subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement
as of the date above.
| CONSULTANT: | CLIENT |
| Pioneer Garage LTD. | Youneeq AI Technical Services Inc |
| /s/ Raymond Van Empel | /s/ Murray Galbraith |
| Name: Raymond Van Empel | Name: |
| 4 |
SCHEDULE A
to
Consulting Agreement
Services Fee
The Services Fee that will be paid by the Client to the Consultant, in consideration of the Services to be provided by the Consultant to the Client as set forth in Schedule B of this Agreement — consists of:
| · | 3,000,000 Common Shares to be registered in the S1A filed before or alongside the IPO |
| · | Payment is due immediately upon execution of this agreement |
| 5 |
SCHEDULE B
to
| ConsultingAgreement |
Scope of Services
The services to be provided by the Consultant to the Client, in consideration of the Consulting Fee to be paid by the Client to the Consultant — as established in Schedule A of this Agreement -, consist of the following:
| - | Business development |
| - | Scaling of the business |
| - | Introduction to potential investors |
| - | Introduction to potential clients |
EXHIBIT 10.8
CONSULTING AGREEMENT
This Agreement is made as of Feb 15, 2024 by and between Carran Schneider (the “Consultant”) and Youneeq AI Technical Services (“Client”), in order to set forth the terms and conditions upon which Contractor is engaged by Client.
In consideration of the engagement of the Consultant by the Client, the above premises and agreements hereinafter set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Consultant and Consultant accepts such engagement with Client to perform certain services as more specifically set forth in Section 3 below (the “Services”) upon the terms and subject to the conditions contained herein. Consultant shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in Consultant’s discretion is necessary to complete the Services. Consultant agrees that it and all of its employees and contractors, if any, shall observe all rules and policies of the Client and perform the Services in a professional, courteous and timely manner. Consultant shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client’s prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by Consultant to the Client, the Client shall pay the Consultant a consulting fee as set forth on Schedule A. |
| 3. | Scope of Services. In consideration for the consulting fee to be paid by the Client to the Consultant, the Consultant shall provide the Client the scope of services set forth on Schedule B. |
| 4. | Status as a Consultant. |
(a) The Consultant shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Consultant shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Consultant shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Consultant shall not at any time hold itself out as a representative or agent of the Client.
(b) Consultant will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Consultant compensation; (ii) pay any FICA or federal and state unemployment insurance on Consultant behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Consultant or any of its employees; or (iv) cover Consultant any of its employees under any retirement, profit sharing or other employee benefit plan or program. Consultant shall pay all federal, state and local income and self-employment taxes on Consultant income, as required by law, and shall file all applicable returns and forms in connection therewith.
| -1- |
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Consultant shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Consultant performs any services (the “Client”) from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys’ fees, arising in any way from (a) any activities of the Consultant outside the scope of this Agreement; (b) any breach by the Consultant of any of the terms or conditions of or representations and warranties of Consultant in this Agreement; (c) any failure on the part of Consultant or any of Consultant employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Consultant compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Consultant employees or consultant, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Consultant or any of its employees or Consultant of any applicable laws, rules or regulations governing the provision of the Services; and (f) to the extent not covered in (a) through (e), Consultant performance of the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Consultant against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Consultant shall be deemed actions or omissions of Consultant. |
| 6. | Performance of Services. The Consultant shall devote Consultant reasonable best efforts to the performance of the Services and shall perform the Services to the best of Consultant abilities. Consultant is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Consultant obligations under this Agreement. Consultant shall perform all work at Consultant own risk. |
| 7. | Representations and Covenants of Contractor. The Consultant represents, warrants and covenants that: (a) Consultant is free to enter this Agreement and has made no agreement and has no obligation inconsistent with Consultant obligations hereunder; (b) neither Consultant, nor any of its employees or consultant, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Consultant entering into this Agreement and performing the Services; and (c) Consultant shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Consultants employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at the discretion of the consultant at anytime. |
| 9. | Confidentiality. |
(a) “Confidential Information” shall mean all confidential and proprietary information of the Client , including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and Consultants and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor
| -2- |
at the time of disclosure to Consultant by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Consultant.
(b) All Confidential Information is the property of and confidential to the Client. Neither Consultant, nor its employees or consultant, shall, during Consultant engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Consultant Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Consultant agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client’s request and the termination of Consultant’s engagement with the Client, Consultant shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Consultant possession or under Consultant control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Consultant services to the Client.
| 10. | Insurance. Consultant agrees that it shall, at its own cost and expense, obtain and provide evidence of general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings, whether written, oral or otherwise, between the parties with respect to the engagement of the Consultant by the Client. |
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. |
| 14. | Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico without regard to conflict of law principles. |
| -3- |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court of competent jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part of its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client’s subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date above.
| CONSULTANT: | CLIENT | |
| Carran Schneider | Youneeq AI Technical Services Inc | |
| /s/ Carran Schneider | /s/ Murray Galbraith | |
| Name: Carran Schneider | Name: |
| -4- |
SCHEDULE A
to
Consulting Agreement
Services Fee
The Services Fee that will be paid by the Client to the Consultant, in consideration of the Services to be provided by the Consultant to the Client – as set forth in Schedule B of this Agreement – consists of:
| • | 2,250,000 Common Shares to be registered in the S1 filed before or alongside the IPO |
| • | Payment is due immediately upon execution of this agreement |
| -5- |
SCHEDULE B
to
ConsultingAgreement
Scope of Services
The services to be provided by the Consultant to the Client, in consideration of the Consulting Fee to be paid by the Client to the Consultant – as established in Schedule A of this Agreement –, consist of the following:
| - | Business development |
| - | Financial development |
| - | Introduction to potential investors |
| - | Introduction to potential clients |
| -6- |
EXHIBIT 10.9
CONSULTING AGREEMENT
This Agreement is made as of Feb 15, 2024 by and between Venda Distributors Inc (the “Consultant”) and Youneeq AI Technical Services (“Client”), in order to set forth the terms and conditions upon which Contractor is engaged by Client.
In consideration of the engagement of the Consultant by the Client, the above premises and agreements hereinafter set forth, the parties agree as follows:
| 1. | Services. Client hereby engages Consultant and Consultant accepts such engagement with Client to perform certain services as more specifically set forth in Section 3 below (the “Services”) upon the terms and subject to the conditions contained herein. Consultant shall, in providing the Services, devote such time and attention to the Services as requested by the Client or as determined in Consultant’s discretion is necessary to complete the Services. Consultant agrees that it and all of its employees and contractors, if any, shall observe all rules and policies of the Client and perform the Services in a professional, courteous and timely manner. Consultant shall not utilize subcontractors or otherwise contract out the performance of the Services to any third party except with the Client’s prior written consent. |
| 2. | Consulting Fee. In consideration for the Services provided by Consultant to the Client, the Client shall pay the Consultant a consulting fee as set forth on Schedule A. |
| 3. | Scope of Services. In consideration for the consulting fee to be paid by the Client to the Consultant, the Consultant shall provide the Client the scope of services set forth on Schedule B. |
| 4. | Status as a Consultant. |
(a) The Consultant shall at all times act strictly and exclusively as an independent contractor and shall not be considered as having employee status under any law, regulation or ordinance or as being entitled to participate in or benefit under any plan or program established at any time by the Client for its employees. The Consultant shall have no managerial authority or responsibility of an officer or supervisor of the Client. The Consultant shall not have any authority to bind the Client to any contract or to commit the Client in any manner whatsoever. The Consultant shall not at any time hold itself out as a representative or agent of the Client.
(b) Consultant will be treated as an independent contractor and not as an employee of the Client for federal, state and local income tax purposes. The Client will not (i) withhold or pay any federal, state or local income or FICA (social security) taxes from Consultant compensation; (ii) pay any FICA or federal and state unemployment insurance on Consultant behalf or on behalf of any of its employees; (iii) provide workers’ compensation insurance for Consultant or any of its employees; or (iv) cover Consultant any of its employees under any retirement, profit sharing or other employee benefit plan or program. Consultant shall pay all federal, state and local income and self-employment taxes on Consultant income, as required by law, and shall file all applicable returns and forms in connection therewith.
| -1- |
| 5. | Indemnification. To the maximum extent permitted by applicable law, the Consultant shall indemnify and hold harmless the Client and its officers, directors, employees, representatives and members and any client or customer of the Client for whose benefit Consultant performs any services (the “Client”) from any claims, demands, losses, liability, damages or expenses, including reasonable attorneys’ fees, arising in any way from (a) any activities of the Consultant outside the scope of this Agreement; (b) any breach by the Consultant of any of the terms or conditions of or representations and warranties of Consultant in this Agreement; (c) any failure on the part of Consultant or any of Consultant employees to pay any taxes, whether federal, state or local, and whether income, payroll or otherwise imposed upon Consultant compensation hereunder or otherwise; (d) any claims against the Client or Client by any of Consultant employees or consultant, including claims for wages or for benefits or compensation offered by the Client or Client to their respective employees; (e) any violation by Consultant or any of its employees or Consultant of any applicable laws, rules or regulations governing the provision of the Services; and (f) to the extent not covered in (a) through (e), Consultant performance of the Services provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property, including but not limited to, the loss of use resulting therefrom regardless of whether or not it is caused in part by the party indemnified hereunder. The Client may offset any sums due to the Consultant against any amounts due to the Client or Client pursuant to the foregoing indemnification. For purposes of this indemnification, any actions or omissions of any subcontractor of Consultant shall be deemed actions or omissions of Consultant. |
| 6. | Performance of Services. The Consultant shall devote Consultant reasonable best efforts to the performance of the Services and shall perform the Services to the best of Consultant abilities. Consultant is retained on a nonexclusive basis and may engage in and simultaneously perform under any other contract while performing its obligations under this Agreement, provided that, such engagement or performance does not interfere with Consultant obligations under this Agreement. Consultant shall perform all work at Consultant own risk. |
| 7. | Representations and Covenants of Contractor. The Consultant represents, warrants and covenants that: (a) Consultant is free to enter this Agreement and has made no agreement and has no obligation inconsistent with Consultant obligations hereunder; (b) neither Consultant, nor any of its employees or consultant, are in violation of, or shall violate, any written or oral agreement it, he or she is a party to as a result of Consultant entering into this Agreement and performing the Services; and (c) Consultant shall cooperate fully and provide assistance to the Client in the resolution and investigation of any complaint, claim, action or proceeding brought by or involving any of Consultants employees or consultants. |
| 8. | Term. This Agreement shall become effective immediately upon execution hereof and may be terminated at the discretion of the consultant at anytime. |
| -2- |
| 9. | Confidentiality. |
(a) “Confidential Information” shall mean all confidential and proprietary information of the Client , including without limitation, all information concerning the Client’s clients, prospective clients, client contact persons, business plans, finances, pricing, sales and marketing information, research strategies, techniques, products, services, software, code, applications, methods, essential ideas, employees and Consultants and confidential information of Clients which the Consultant receives or has access to as a result of performing the Services, in any form, whether written, oral or machine-readable. Confidential Information does not include information known to Contractor at the time of disclosure to Consultant by the Client as evidenced by written records or is publicly known and generally available through no wrongful act of Consultant.
(b) All Confidential Information is the property of and confidential to the Client. Neither Consultant, nor its employees or consultant, shall, during Consultant engagement with the Client or at any time thereafter, directly or indirectly disclose, in whole or in part, Consultant Information to any person or entity for any reason or purpose whatsoever, except on behalf of the Client in accordance with the Client’s policies, or make use of any Confidential Information for its, his or her own purposes or for the benefit of any person or entity other than the Client in accordance with the Client’s policies. Consultant agrees to take all precautions necessary to safeguard all Confidential Information against unauthorized use or reproduction by third parties.
(c) Upon the earlier of the Client’s request and the termination of Consultant’s engagement with the Client, Consultant shall immediately turn over to the Client all documents, papers and other material, including all copies thereof, in Consultant possession or under Consultant control, which may constitute, contain or be derived from Confidential Information, whether in written, digital or machine-readable form, together with all documents, notes and other work product which is connected with or derived from Consultant services to the Client.
| 10. | Insurance. Consultant agrees that it shall, at its own cost and expense, obtain and provide evidence of general liability and any other insurance coverage requested by the Client in amounts satisfactory to the Client from time to time upon the request of the Client. |
| 11. | Survival. Upon the termination of this Agreement, all rights and duties of the parties toward each other shall cease, except Sections 5, 7, 9, and 12 through 19 herein shall survive. |
| 12. | Entire Agreement. This Agreement embodies the entire agreement and understanding by and between the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings, whether written, oral or otherwise, between the parties with respect to the engagement of the Consultant by the Client. |
| 13. | Severability. If one or more of the provisions in this Agreement are deemed void by law, the remaining provisions will continue in full force and effect and, if legally permitted, such offending provision or provisions shall be replaced with an enforceable provision or enforceable provisions that as nearly as possible effects the parties’ intent. |
| -3- |
| 14. | Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Puerto Rico without regard to conflict of law principles. |
| 15. | Jurisdiction. The parties hereto hereby consent to the jurisdiction of any court of competent jurisdiction located in San Juan, Puerto Rico for all purposes in connection with any legal proceeding between them relating to or arising out of this Agreement. |
| 16. | Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by either party hereto without the prior written consent of the other, except the Client may assign this Agreement and/or any of its rights, interests or obligations hereunder to any successor to all or a part of its business without the prior written consent of the Contractor. |
| 17. | Third Parties. This Agreement is not intended to confer upon any other person or entity other than the parties hereto, Clients and the Client’s subsidiaries, parents and affiliates any rights or remedies hereunder. |
| 18. | Waiver. Waiver of any term or provision of this Agreement or forbearance to enforce any term or provision by either party shall not constitute a waiver as to any subsequent breach of the same term or provision or a waiver of any other term or provision of this Agreement. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have executed this Consulting Agreement as of the date above.
| CONSULTANT: | CLIENT | |
| Venda Distributors Inc | Youneeq AI Technical Services Inc | |
| /s/ James Lu | /s/ Murray Galbraith | |
| Name: James Lu | Name: |
| -4- |
SCHEDULE A
to
Consulting Agreement
Services Fee
The Services Fee that will be paid by the Client to the Consultant, in consideration of the Services to be provided by the Consultant to the Client – as set forth in Schedule B of this Agreement – consists of:
| • | 10,000,000 Common Shares to be registered in the S1 filed before or alongside the IPO |
| • | Payment is due immediately upon execution of this agreement |
| -5- |
SCHEDULE B
to
Consulting Agreement
Scope of Services
The services to be provided by the Consultant to the Client, in consideration of the Consulting Fee to be paid by the Client to the Consultant – as established in Schedule A of this Agreement –, consist of the following:
| - | Business development |
| - | Introduction to potential investors |
| - | Introduction to potential clients |
| - | Technical Planning |
| - | Product Distribution |
| -6- |
EXHIBIT 10.10
EXHIBIT 10.11
