EXECUTIVE AND CTO CONSULTING AGREEMENT

 

This Consulting Agreement (the "Agreement") is made and effective JANUARY 1, 2016,

BETWEEN: Simon Smith and individual residing at:

301/204 Moo Ban Kacha, Thambon Markaing, Ampur Muang, Udon Thani, Thailand, 41000

AND: TSI Sports Inc (the "Company"), a company organized and existing under the laws of Nevada with its head office located at:

711 S Carson St Ste 4, Carson City, 89701

In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern.

In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows:

1. RECITALS
 

	a.	Consultant has expertise in the Company's needs in business planning, website design, management and software development and is willing to provide consulting services to the Company.

	b.	The Company is willing to engage Consultant, on the terms and conditions set forth herein.
	c.	The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill.
	d.	The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill.

 

2. SERVICES

 

Consultant agrees to perform for Company the services listed in the Scope of Services section 3. Duties and Responsibilities and executed by both Company and Consultant. Such services are hereinafter referred to as “Services.”

 

 

2.1. Basic Term

 

The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in 3 (a) for the period of 1 year renewable automatically on each anniversary date the following year unless notified in writing with 30 days’ notice. In any case the Agreement terminates in 5 years on December 31, 2021.

 

3. DUTIES AND RESPONSIBILITIES

 

	a.	Consultant hereby agrees to provide and perform for the Company: as Vice President and Chief Technology Officer (CTO), with all the benefits it affords and fiduciary responsibilities it entails, supervising employees, consultants and others, overseeing programmers, designers, supervising departments, business groups personnel as required; Designing system architecture, overseeing, software developers, programming and coding as needed and as outlined or directed by the Company; Build and maintain back-end integrity of the website; Support internet marketing channels to customer based and interested audiences; And any additional roles and responsibilities mutually agreed to.
	b.	Represent the Company in senior executive role as its Vice President and CTO with consultants, employees and agents, financial professionals as required, in meetings with any professionals in any of the above fields, negotiating terms of contract, administrational systems, and any other services as outlined by the Company and agreed to the Consultant.
	c.	Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, as many as hours required to diligently complete the tasks as outlined in 3 (a)

 

4. COMPENSATION, BENEFITS AND EXPENSES

 

4.1. Compensation

In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be issued 100,000 common shares annually. The shares will deemed to be earned in proportion and at the end of each month. For example at the end of each month the Consultant will have earned 1/12 of his compensation. The Consultant and Company may agree on an increase in the compensation based on the market conditions and work load of Consultant. To amend the Compensation simple letter attachment giving the new amount signed by both parties shall suffice.

 

4.2. Benefits

Other than the compensation specified in this 4.1, neither Consultant nor its Agents shall be entitled

to any direct or indirect compensation for services performed hereunder.

 

4.3. Expenses

The Company is a startup and cannot at this time reimburse Consultant for travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company’s general policies, as they may be amended from time to time during the course of this Agreement.

 

5.       TERMINATION OF CONSULTING RELATIONSHIP

5.1. Termination Due to Bankruptcy, Receivership and Notice

 

The Consulting Period shall terminate and the Company’s obligations hereunder (including the obligation to pay Consultant compensation under Section 3 shall cease upon the occurrence of: (i) the appointment of a receiver, liquidator, or trustee for the Company by decree of competent authority in connection with any adjudication or determination by such authority that the Company is bankrupt or insolvent; (ii) the filing by the Company of a petition in voluntary bankruptcy, the making of an assignment for the benefit of its creditors, or the entering into of a composition with its creditors; or (iii) any formal action of the Board to terminate the Company’s existence or otherwise to wind up the Company’s affairs; (iv) Company or Consultant may terminate this agreement with 30 days written notice.

5.2 TERMINATION OBLIGATIONS

Consultant hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, or copies thereof, Proprietary Information, and equipment furnished to or prepared by Consultant or its Agents in the course of or incident to its rendering of services to the Company, including, without limitation, records and any other materials pertaining to Invention Ideas belong to the Company and shall be promptly returned to the Company upon termination of the Consulting Period. Following termination, neither Consultant nor any of its Agents will retain any written or other tangible material containing any Proprietary Information.

The representations and warranties contained herein and Consultant’s obligations under Sections 2, 3, and 4 shall survive termination of the Consulting Period and the expiration of this Agreement.

6. Automatic Renewal and Extension

The Agreement is automatically renewed on January 1 of each next calendar year for one year unless terminated as outlined in 5.1

7.   ASSIGNMENT; SUCCESSORS AND ASSIGNS

Consultant may not assign or transfer all or any portions of this agreement without written approval from the Company. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enumerated above.

 

8. TIME DEVOTED TO WORK

 

In the performance of the aforesaid services and the hours Consultant is to work on any given day will be entirely within Consultant's control and Company will rely upon Consultant to put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this contract.

 

9. CONFIDENTIAL INFORMATION

Each party hereto (“Such Party”) shall hold in trust for the other party hereto (“Such Other Party”), and shall not disclose to any non-party to the Agreement, any confidential information of such Other Party. Confidential information is information which relates to Such Other Party’s research, development, trade secrets or business affairs, but does not include information which is generally known or easily ascertainable by non-parties of ordinary skill in computer systems design and programming.

Consultant hereby acknowledges that during the performance of this contract, the Consultant may learn or receive confidential Company information and therefore Consultant hereby confirms that all such information relating to the client’s business will be kept confidential by the Consultant, except to the extent that such information is required to be divulged to the consultant’s clerical or support staff or associates in order to enable Consultant to perform Consultant’s contract obligation.

a)

Consultant agrees not to disclose or use, except as required in Consultant's duties, at any time, any information disclosed to or acquired by Consultant during the term of this contract. Consultant shall disclose promptly to Company all inventions, discoveries, formulas, processes, designs, trade secrets, and other useful technical information and know-how made, discovered, or developed by Consultant (either alone or in conjunction with any other person) during the term of this contract. Consultant agrees that he shall not, without the written consent of Company, disclose to third parties or use for his own financial benefit or for the financial or other benefit of any competitor of Company, any information, data, and know-how, manuals, disks, or otherwise, including all programs, decks, listings, tapes, summaries of any papers, documents, plans, specifications, or drawings.

a)

Consultant shall take all reasonable precautions to prevent any other person with whom Consultant is or may become associated from acquiring confidential information at any time.

c)

Consultant agrees that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of Company.

d)

Upon termination of this contract, Consultant shall deliver to Company all drawings, manuals, letters, notes, notebooks, reports, and all other materials (including all copies of such materials), relating to such confidential information which are in the possession or under the control of Consultant. Consultant shall sign secrecy agreements provided by Company.

 

10. STATUS OF CONSULTANT

Consultant is representing the company in a senior executive role as its Vice President and Chief Technology Officer. The order or sequence in which the work is to be performed shall be under the control of Consultant. Except to the extent that the Consultant’s work must be performed on or with Company’s computers, his own computers shall suffice. Company shall not provide any insurance coverage of any kind for Consultant, and Company will not withhold any amount that would normally be withheld from an employee’s pay.

Each of the parties hereto agrees that, while performing Services under this Agreement, and for a period of 36 months following the termination of this Agreement, neither party will, except with the other party’s written approval, solicit or offer employment to the other party’s employees or staff engaged in any efforts under this Agreement.

 

 

11.  COMPANY REPRESENTATIVE

The Company during the performance of this contract with respect to the services and deliverables as defined herein may appoint anyone in its sole discretion.

12. DISPUTES

Any disputes that arise between the parties with respect to the performance of this contract shall be submitted to binding arbitration with an arbitration association agreed, to be determined and resolved by an acceptable by both parties and the parties hereby agree to share equally in the costs of said arbitration.
 

The final arbitration decision shall be enforceable through the courts of the state of Consultant’s address or any other province in which the Company resides or may be located. In the event that this arbitration provision is held unenforceable by any court of competent jurisdiction, then this contract shall be as binding and enforceable.

13. TAXES

Any and all taxes, except income taxes, imposed or assessed by reason of this contract or its performance, including but not limited to sales or use taxes, shall be paid by the Company. Company and Consultant specifically agree that Consultant is not an employee of Company.

14. NON-COMPETITION

The Consultant will keep in strictest confidence, both during the term of this Agreement and subsequent to termination of this Agreement, and will not during the term of this Agreement or thereafter disclose or divulge to any person, firm or corporation, or use directly or indirectly, for his own benefit or the benefit of others, any information which in good faith and good conscience ought to be treated as confidential information including, without limitation, information relating to the software developed by the Company, information as to sources of, and arrangements for, hardware supplied to customers or clients of the Company, submission and proposal procedures of the Company, customer or contact lists or any other confidential information or trade secrets respecting the business or affairs of the Company which the Consultant may acquire or develop in connection with or as a result of the performance of his services hereunder. In the event of an actual or threatened breach by the Consultant of the provisions of this paragraph, the Company shall be entitled to injunctive relief restraining the Consultant from the breach or threatened breach. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from the Consultant.

15. ENFORCEABLE

The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Consultant against the Company whether predicated on this Agreement or otherwise.

 

16.       REPRESENTATIONS AND WARRANTIES

 

Consultant represents and warrants (i) that Consultant has no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with Consultant's undertaking this relationship with the Company, (ii) that the performance of the services called for by this Agreement do not and will not violate any applicable law, rule or regulation or any proprietary or other right of any third party, (iii) that Consultant will not use in the performance of his responsibilities under this Agreement any confidential information or trade secrets of any other person or entity and (iv) that Consultant has not entered into or will enter into any agreement (whether oral or written) in conflict with this Agreement.

It is understood that the consultant has and will have other jobs, work and or assignments while performing their duties for the Company. It is also understood that the Consultant at its sole discretion assign their time necessary and appropriate to perform the duties as described in 4 (a).

 

17.  INJUNCTIVE RELIEF

 

The Consultant acknowledges that disclosure of any Confidential Information by him will give rise to irreparable injury to the Company or the owner of such information, inadequately compensable in damages. Accordingly, the Company or such other party may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies which may be available. The Consultant further acknowledges and agrees that the covenants contained herein are necessary for the protection of the Company's legitimate business interests and are reasonable in scope and content.

 

18.  COMPLETE AGREEMENT

 

This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein. No other agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Consultant by any of its employees or agents, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter hereof. Company acknowledges that it is entering into this Agreement solely on the basis of the representations contained herein.

 

19.  INDEMNIFICATION

 

Consultant hereby indemnifies and agrees to defend and hold harmless the Company from and against any and all claims, demands and actions, and any liabilities, damages or expenses resulting there from, including court costs and reasonable attorneys' fees, arising out of or relating to the services performed by Consultant under this Agreement or the representations and warranties made by Consultant pursuant to Sections 2 and 4 hereof. Consultant's obligations under Section 4 hereof shall survive the termination, for any reason, of this Agreement.

 

20.  ATTORNEY'S FEES

 

Should either party hereto, or any heir, personal representative, successor or assign of either party hereto, resort to litigation to enforce this Agreement, the party or parties prevailing in such litigation shall be entitled, in addition to such other relief as may be granted, to recover its or their reasonable attorneys' fees and costs in such litigation from the party or parties against whom enforcement was sought.

 

 

21. NONWAIVER

 

No failure or neglect of either party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance. All waivers by either party hereto must be contained in a written instrument signed by the party to be charged and, in the case of the Company, by an executive officer of the Company or other person duly authorized by the Company.

 

22.  APPLICABLE LAW

 

Consultant shall comply with all applicable laws in performing Services but shall be held harmless for violation of any governmental procurement regulation to which it may be subject but to which reference is not made in 3(a). This Agreement shall be construed in accordance with the laws of Nevada

 

23.  SEVERABILITY; ENFORCEMENT

 

If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect. It is the intention of the parties that the covenants contained in Sections 6 and 7 shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in breach of these covenants

 

24.  SCOPE OF AGREEMENT

 

If the scope of any of the provisions of the Agreement is too broad in any respect whatsoever to permit enforcement to its full extent, then such provisions shall be enforced to the maximum extent permitted by law, and the parties hereto consent and agree that such scope may be judicially modified accordingly and that the whole of such provisions of this Agreement shall not thereby fail, but that the scope of such provisions shall be curtailed only to the extent necessary to conform to law.

 

25. NOTICES

 

All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the Company at:

 

TSI SPORTS INC
711 S Carson St Ste 4, Carson City, 89701

 

to the Consultant at:

Simon Smith

301/2

04 Moo Ban Kacha,

Thambon Markaing, Ampur Muang,
Udon Thani, Thailand, 41000

 

 

 

 

Notice of change of address shall be effective only when done in accordance with this Section.

  

26. ASSIGNMENT

This Agreement may not be assigned by either party without the prior written consent of the other party. Except for the prohibition on assignment contained in the preceding sentence, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first above written.

THIS CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.

 

COMPANY	CONSULTANT
/s/ A S Miklos Authorized Signature	/s/Simon Smith Authorized Signature
A S Miklos CEO Printed Name and Title	Simon Smith Printed Name and Title