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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Plyzer Technologies Inc (CE) | USOTC:PLYZ | OTCMarkets | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
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Nevada
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333-127389
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99-0381956
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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| 17 |
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19
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19
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I.
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Bluesence Innovation Group, S.L., sole-shareholder company, is a Spanish company with registered office in Barcelona, c/ Casanovas, 199, 2º 1ª, registered in the Barcelona Commercial Registry, in tome 44,165, sheet 184 and page B-448,486, entry 1st, and Spanish tax identification number (NIF) B-66,216,235 (the “Company” or “Bluesence”).
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II.
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The business of the Company is the commercialization of software and the provision of services related to IT consulting, among others (the “Business”).
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III.
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As of the date hereof and in accordance with the incorporation deed of Bluesence, the share capital of the Company amounts to Euro 3,000 and is represented by 3,000 shares, numbered from 1 to 3,000, both inclusive, with a nominal value of Euro 1 each (the “Shares”), which are entirely owned by the Seller.
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IV.
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Bluesence has legalized its shareholders’ registry book before the Commercial Registry of Barcelona and duly updated its content to reflect the current structure, as of the Agreement Date, of the share capital of the Company.
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V.
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The Purchaser is ZD Ventures Corp. and is interested in expanding its business through investments or acquisitions of related and/or linked business, such as the Business of the Company. In particular, the Purchaser is interested in acquiring each and every one of the Shares, free and clear from Charges and Encumbrances, and the Seller, in turn, is interested in selling to the Purchaser each and every one of the Shares.
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VI.
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The Purchaser has decided to acquire the Shares on the terms established in the Agreement and on the basis of the representations made by the Seller during the negotiations that have led to, or are set forth in, the Agreement.
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1.
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Definitions
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1.1
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Unless the context requires otherwise, the following capitalized terms and expressions in the Agreement are defined terms and expressions which shall have the meaning ascribed herein below:
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“Adverse Consequence(s)”
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means all actions, suits, proceedings, hearings, audits, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, diminution in value, dues, penalties, fines, costs, amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable and documented attorneys’ fees and expenses.
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“Agreement”
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means this agreement, its annexes and appendices.
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“Agreement Date”
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means the date hereof.
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“Bluesence”
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means the Company.
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“Business”
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means the commercialization of software and the provision of services related to IT consulting carried out by the Company.
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“Business Day”
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means any day except Saturday, Sunday and any other day which is a public holiday in the city of Barcelona.
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“By-laws”
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“Charges and Encumbrances”
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means any charge, claim, encumbrance, ancillary obligation, option, retrospective right of acquisition, retention of title, pooling agreement, third-party right, including preemptive rights of acquisition or transfer, or restrictions on the transferability of the Shares or rights in favor of any person other than the Purchaser that may restrict the disposition, use or exploitation of the Shares or, as the case may be, the assets and rights of the Company.
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“Company”
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means Bluesence Innovation Group, S.L., a Spanish company with registered office in Barcelona, c/ Casanovas, 199, 2º 1ª, registered in the Barcelona Commercial Registry, in tome 44,165, sheet 184 and page B-448,486, entry 1st, and Spanish tax identification number (NIF) B-66,216,235.
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“Current By-laws”
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“IT Systems”
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means the necessary exploitation rights in the systems, software and IT developments used by them in the pursuit of the Business.
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“Parties”
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means, jointly, the Seller and the Purchaser.
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“Person”
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means any individual, corporation, partnership, firm, joint venture association, trust, unincorporated organisation, governmental or regulatory body or other entity.
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“Price”
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means the price agreed by the Parties for the Shares as defined in Clause 3.
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“Purchaser”
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means ZD Ventures Corp., a United States company, incorporated under the laws of the State of Nevada (U.S.), and with executive office in 47 Avenue Road, Suite 200 Toronto, ON M5R 2G3, with CIK number 0001334589 and Spanish tax identification number (NIF) N4041468B.
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“Related Party”
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means any shareholder, director, officer or agent of the Company; and any corporation, partnership, firm, joint venture association, trust, unincorporated organization, individual or other entity in which any of the Seller and/or of the foregoing have a direct or indirect economic interest.
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“Representations and
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means as defined in Clause 6.
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Warranties”
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“Sale and Purchase”
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means as defined in recital VI above.
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“Seller”
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means Mr. Sergi Vargas Vila.
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“Shares”
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means all the shares (“participaciones sociales”) owned by the Seller and transferred to the Purchaser as of the date hereof by virtue of this Agreement, which as of today’s correspond to 100% of the stake of the Company’ share capital.
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“Sole Shareholder’s Decisions”
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“Taxes”
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means any and all taxes, whether direct or indirect and whether levied by reference to income, profits, gains, capital contributions, net wealth, asset values, turnover, added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions, rates and levies (including without limitation social security contributions and any other payroll taxes), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person and all penalties, charges, costs and interest relating thereto.
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“Technology”
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means any technological devices and software necessary for carrying out the Business in the highest standards of quality and which (i) has been/will be developed by the Seller and/or the Company and/or for the Company; and (ii) is/will be owned by the Company.
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“ZD Ventures”
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means the Purchaser.
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1.2
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The preamble, the annexes and the appendices form an integral part of the Agreement and references to this Agreement shall include the preamble, the annexes and the appendices. Any definition used in the Agreement shall have the same meaning when used in the annexes and/or appendices, unless explicitly stipulated otherwise.
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1.3
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The headings used in this Agreement are included for reference purposes only and shall not constitute a part of the Agreement for any other purpose and shall particularly not affect the interpretation or construction of any of the provisions of the Agreement.
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1.4
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In this Agreement, references to a person include any individual, company or corporation, partnership, trust or other entity, organization or unincorporated association, as well as any governmental authority.
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1.5
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Whenever used in this Agreement, the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.
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1.6
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Any reference in this Agreement to any gender shall include all genders, and words importing the singular only shall include the plural and vice versa, unless explicitly specified otherwise.
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1.7
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In this Agreement Spanish terms and legal concepts are expressed in English and not in their original Spanish terms. Where indicated in italics, Spanish equivalents of these English terms have been given.
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2.
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Purpose
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3.
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Determination and payment of the Price
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4.
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Consummation of the Sale and Purchase and transfer of the Shares
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4.1
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The Sale and Purchase hereunder is formalized with the signature of the Agreement on the Agreement Date. The Shares are transferred on the Agreement Date by way of the delivery and transfer of the Shares to the Purchaser and the assumption by the Purchaser of all rights and obligations relating to Shares.
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4.2
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The Seller expressly undertakes to grant his consent and approval (including the corresponding waiver of his pre-emptive assumption right, if applicable) in order to carry out, in accordance with the terms and conditions contained herein, the Sale and Purchase for the purpose that the Purchaser effectively becomes the owner of the Shares representing 100% of the share capital of the Company.
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4.3
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The Sale and Purchase of the Shares contemplated herein is formalized in the offices of J&A Garrigues, S.L.P., or in the corporate offices of the Purchaser in Barcelona.
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4.4
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On the date hereof, the following actions will simultaneously (en unidad de acto) be carried out by the Parties:
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(i)
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The Seller will deliver or show to the Purchaser:
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(a)
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The original public deed evidencing the Seller’s ownership of all the Shares, so that the Notary can record the relevant notes on such deed.
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(b)
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A certificate issued by the sole director of the Company evidencing that, as of the date hereof, the Company’s Shares are duly and entirely owned by the Seller.
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(c)
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A certificate issued by the sole director of the Company evidencing that, since its formation as of the date hereof, Bluesence has only engaged in the Business and has not pursued any other business or has encountered any contingency, claim or liability that jeopardize the intended Business.
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(d)
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The Shareholders’ registry book of the Company duly legalized before the Commercial Registry of Barcelona.
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(e)
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The letter of resignation of the sole director of the Company, as of the date hereof, in form and substance satisfactory to the Purchaser.
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(ii)
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The Parties will grant before the Notary of Barcelona, Mr. Ramón García-Torrent Carballo, or any other notary accepted by both the parties, the relevant public deed notarizing the Agreement.
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(iii)
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The adoption of the decisions of the sole shareholder of the Company relating to the following matters (the “Sole Shareholder’s Decisions”):
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(a)
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the change of the management body of the Company, currently managed by a sole director (including its resignation), so that it will consist of a board of directors comprised of three (3) members designated by the Purchaser;
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(b)
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the appointment of Messrs. Terence Robinson, Mr. Alberto Tintore and Mr. Serge Vargas to the office as new members of the board of directors of the Company; and
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(iv)
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The new members of the board of directors of the Company (appointed by virtue of the Sole Shareholder’s Decisions) will hold a meeting in order to adopt the following resolutions (the “Board of Directors Meeting”):
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a)
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the appointment of Mr. Terence Robinson as the chairman of the board of directors of the Company;
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b)
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the appointment of Mr. Alberto Tintore as the secretary of the board of directors of the Company;
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c)
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the appointment of Mr. Sergi Vargas Vila as the managing director (consejero delegado); and
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d)
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the appointment of Mr. Sergi Vargas Vila to be responsible for day to day management as Chief Executive Officer (director general) of the Company for a period of five (5) years, subject to the continuity and terms of his Consulting Agreement as set out in Annex 4.4(iv) (d) .
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(v)
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The secretary of the board of directors of the Company or any person with certifying authorities shall grant before the Notary of Barcelona, Mr. Ramón García-Torrent Carballo, or any other Notary acceptable to both the parties, the relevant public deed in order to notarize the resolutions adopted by the Sole Shareholder’s Decisions and the Board of Directors Meeting of the Company.
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(vi)
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The secretary of the board of directors of the Company or any person with certifying authorities shall grant before the Notary of Barcelona, Mr. Ramón García-Torrent Carballo, or any other Notary acceptable to both the parties, the relevant public deed in order to notarize the change of the sole shareholder of the Company.
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(vii)
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The secretary of the board of directors or any person with certifying authorities will record the Purchaser as new sole shareholder of the Company at the Company shareholders’ registry book by virtue of the Sale and Purchase.
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5.
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Relationship with IBM
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5.1
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As of today’s date, Bluesence has entered into an agreement with International Business Machines (“IBM”) for the purposes of reselling the IBM’s products as “Business Partner Advanced”. In this connection, it is expressly put on record that it is essential for the Company to maintain and consolidate its current relationship with IBM.
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5.2
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The Seller, in his condition of Chief Executive Officer after the execution of this Agreement, undertakes to carry each and all necessary activities in order to comply with the provisions set forth in paragraph 5.1 above.
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6.
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Representations and Warranties
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The Seller, either in his condition of sole shareholder and sole director of the Company until the Agreement Date, grants the Purchaser the Representations and Warranties described in this Clause 6, which are key to the Purchaser’ decision to undertake the Sale and Purchase and which shall be understood referred as of the Agreement Date. Unless expressly provided herein to the contrary or unless the context otherwise requires, the warranties apply to the Seller.
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6.1
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The Seller
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(i)
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The Seller has sufficient power and authority to enter into and perform its obligations under this Agreement.
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(ii)
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The Agreement and all other agreements and obligations undertaken in connection with the Sale and Purchase contemplated hereby constitute or will constitute, following the execution and delivery thereof, the valid and legally binding obligations of the Seller, enforceable against any of them in accordance with the respective terms.
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(iii)
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The execution, delivery and performance by the Seller of this Agreement, and the agreements contemplated herein shall not conflict with or result in the breach or termination of any material term or provision of, or constitute a default under, any permits or agreements to which the Company is bound.
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(iv)
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The Seller has obtained each and all consents, approvals, orders and authorisations required for the execution and delivery and consummation of this Agreement and/or the agreements contemplated herein.
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(v)
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The Seller acknowledges that he fully understands the terms of this agreement and has had his own independent legal advice on all aspects of this agreement.
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6.2
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Organisation of the Company
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(i)
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The Company is a private limited liability company (sociedad de responsabilidad limitada), which has been duly incorporated and validly exists under the laws of Spain.
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(ii)
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The Company has the necessary full legal capacity and capacity to act to own its assets and Business and engage in the activities typical of its trade or business in the same manner and at the same location as it currently does, in accordance with all the necessary official authorizations, licenses, registrations and permits, which have been validly granted and are in full force and effect.
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(iii)
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Since its formation and up to the Agreement Date, the Company has only engaged in the Business and has not pursued nor does it pursue any business other than that mentioned above.
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(iv)
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In relation to the Company, no proposal has been made or resolution adopted for a statutory merger or division, or a similar arrangement.
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(v)
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No attachment has been made on any of the assets of the Company.
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6.3
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Corporate Governance
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(i)
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(ii)
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The Current By-laws contain all of the rights and obligations of the sole shareholder of the Company in his capacity as such and there is no other agreement whatsoever besides the Current By-laws that provide for rights, obligations or undertakings that affect the Company, its current shareholder or the acts to be performed pursuant to the provisions of the Agreement that provides for rights, obligations or undertakings that affect the development of the Company’s Business.
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(iii)
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The Company is duly recorded with the Commercial Registry of Barcelona.
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(iv)
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The Company has not granted powers of attorney.
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6.4
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Share capital
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(i)
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The Seller has full right and title to the Shares.
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(ii)
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The Shares are validly created and fully subscribed and paid-up and are free and clear of any Charges and Encumbrances.
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(iii)
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The Company is not subject to any of the grounds for mandatory winding up or capital reduction provided for in articles 317, 327 and 363 of the Spanish Capital Companies Act. The Company is not subject to any net worth imbalance, nor is there any legal obligation to contribute equity. The Company is not subject to any actual or imminent situation of winding up, liquidation, or technical or formal insolvency, nor is it or has it been declared insolvent or been subject to any insolvency proceeding; the Company has not adopted any resolutions or filed any petitions, nor is there any step or proceeding underway for the foregoing purposes, and there are no circumstances that could give rise to a court order for winding up and/or an insolvency order being made against the Company.
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(iv)
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Since the date of the incorporation of the Company, the Company has not distributed any dividends, interim dividends or any equivalent, and it has not adopted as of the Agreement Date any of the foregoing resolutions.
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6.5
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Managing body. Books
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(i)
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As of the date hereof, there are no amounts pending payment that constitute compensation or any other item to which the sole director of the Company may be entitled.
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(ii)
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The Company keeps its shareholders’ registry book and the minutes books duly legalized with their content duly updated to the date hereof and in compliance with the applicable legislation. The referred books are kept at the premises of the Company.
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6.7
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Employees, account payables and tax
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(i)
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Bluesence has not had any employees since its incorporation.
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(iii)
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The financial statements of Bluesence as of February 24, 2015, which appear in Annex 6.7(iii), (a) are true, exact and complete and present a true and fair view of the Company, of their net worth and financial position and of their results on the date and during the indicated period; (b) have been prepared in accordance with the applicable legislation and with US GAAPs (“GAAP”); and (c) duly reflect all activities and operations engaged in, as well any provisions that must be recorded in accordance with GAAP.
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(iv)
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Bluesence has filed timely, fully and accurately all formal and substantive Taxes’ obligations pertaining to the Business and which the latter has had to levy accordingly.
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6.8
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Data protection and IT systems
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(i)
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The Company fulfils and has fulfilled timely, fully and exactly, in relation to data processing by them, as data controller and/or data processor, all formal and substantive obligations under data protection legislation.
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(ii)
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The Company holds title to the necessary exploitation rights in the systems, software and IT developments used by them in the pursuit of the Business (the “IT Systems”) and may exploit them in the most appropriate manner for such purpose.
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(iii)
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The Company is the owner or lessee of the hardware they use in the operation of the Business.
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6.9
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Intellectual Property Rights
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(i)
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All trade names, trademarks, domain names, industrial designs, patents, utility models, copyright, inventions, know-how, commercial rights, confidential information and any other industrial and intellectual property rights (the “Intellectual Property Rights”) used by the Company, belong to the Company and are duly registered in its name or are held in accordance with a valid instrument, and their use has not been licensed or assigned permanently or temporarily to any third party, nor the Company is aware of any unauthorized use or utilization of the Intellectual Property Rights by any third party, and they have not tolerated the unauthorized use or exploitation of the Intellectual Property Rights by third parties, and none of the Intellectual Property Rights are due to expire within three (3) months following the Agreement Date.
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(ii)
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(iii)
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(iv)
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The Intellectual Property Rights are duly registered with the relevant authorities and in full force and effect and may be enforced against third parties.
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(v)
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The Company is the full owner of, and hold lawful title to, the Intellectual Property Rights, which are free, clear and exempt from any kind of Encumbrances and they are not subject to any challenge, opposition, declaration of suspension or nullity, claim or litigation. The Company has fulfilled all of the obligations imposed by the laws of the applicable jurisdiction in order to maintain the validity of their title to the Intellectual Property Rights and is fully authorized to use and utilize the Intellectual Property Rights and the trademarks and other third-party rights falling outside the subject matter of the License Agreements.
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(vi)
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The Company does not infringe, directly or indirectly, any registration or modes of intellectual property rights, copyright, including software, data bases and/or domain names held by third parties.
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6.10
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Legal compliance
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6.11
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Information
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7.
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Indemnification
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7.1
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The Seller, acknowledging that the data, information, Representations and Warranties, covenants and agreements offered to the Purchaser and set forth in this Agreement and its annexes and appendices represent the basis on which the Purchaser has decided to enter into this Agreement and to carry out the Sale and Purchase described herein, covenants and agrees to indemnify, defend, protect and hold harmless the Purchaser from, against and in respect of all Adverse Consequences suffered, sustained, incurred or paid by the Purchaser in connection with, resulting from or arising out of, directly or indirectly:
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(a)
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any breach or inaccuracy of any Representation or Warranty of the Seller set forth in this Agreement; and
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(b)
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any non-fulfilment of any covenant or agreement set forth in the Agreement.
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The Purchaser shall be the beneficiary of any payment to be made by the Seller pursuant to this Clause 7, unless otherwise unilaterally decided by the Purchaser.
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7.2
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The rights laid down in the Purchaser’s favour in this Clause 7 will not be affected by the narrow perusal, if any, that the Purchaser and its advisors have carried out or by the knowledge they may have had, before or after the Agreement Date or by the decision of the Purchaser to undertake the Sale and Purchase.
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7.3
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The obligations of indemnity shall be in force for a period of two (2) years following the Agreement Date unless before the expiry of this period the Purchaser has filed a claim against the Seller in accordance with this Agreement or has notified the Seller of the existence of a claim, in which case this term shall be extended until such claim has been resolved.
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8.
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Assignment of rights
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9.
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Confidentiality
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10.
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Expenses and Taxes
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11.
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Notices
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11.1
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All notices, notifications or other communications pertaining to the Agreement shall be deemed to have been duly given and made if in writing, by certified mail (correo certificado) or burofax, in the English language and served by any duly authenticated means providing proof of the contents and delivery of the communication.
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11.2
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The Parties agree that all notices, notifications and/or other communications resulting from the performance of the Agreement and pertaining to the Parties and the Company shall be served to the following:
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11.3
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Any change of address must be communicated significantly in advance to the other Party by any duly authenticated means providing proof of the contents and delivery of the communication.
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12.
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Disputes resolution
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14.1
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The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between the Parties or their appointed representatives. Any Party may give the other Parties written notice of any dispute not resolved in the normal course of business to initiate the relevant disputes resolution procedures.
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If the matter has not been resolved by the Parties within one (1) month as from the relevant disputing Party’s notice, or if the parties fail to meet within one (1) month, either Party may initiate court proceedings as provided hereinafter.
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12.2
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13.
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Applicable Law and Jurisdiction
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14.
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Severability
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If any clause of this Agreement was declared totally or partially null or void, such nullity or voidness would only affect that provision or part thereof which is null or void and the Agreement shall remain in force in all other respects, the provision or part thereof that is affected being deemed non-existent.
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Accordingly, only the null or void provision of the Agreement shall cease to be valid, and no other part or provision of this Agreement shall be annulled, invalidated or adversely or otherwise affected by such nullity or voidness, unless, due to being essential to the Sale and Purchase, it unavoidably affects the Agreement as a whole.
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15.
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Miscellaneous
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15.1
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This Agreement and its annexes and appendices, which form an integral part hereof to all effects and purposes, represent the only valid agreement between the Parties in relation to the subject-matter hereof, and render null and void any other oral or written contracts or agreements previously reached between the Parties.
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15.2
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No amendment or variation in the terms of this Agreement shall be effective if it has not been established in writing and signed by the Parties, which are to be bound thereby.
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15.3
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This Agreement is executed in English.
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1.
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CONSULTING SERVICES – The Corporation hereby retains the services of the Consultant, on an exclusive basis, and the Consultant hereby agrees to provide consulting services to the Corporation described in this Agreement.
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2.
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SCOPE OF SERVICES – The Consultant shall represent himself as the Corporation’s CEO and will provide services usually provided by a Chief Executive Officer. He shall be located at the Corporation’s office in Barcelona, Spain and will report to the Chairman and the Board of Directors of the Corporation.
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3.
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QUALIFICATIONS – The Consultant represents that he has all the necessary knowledge, experience, abilities and qualifications to effectively perform the Services. The Consultant represents that he shall provide the services in such manner as to permit the Corporation to have full benefit of his knowledge, experience, abilities, qualifications and contacts and that he shall provide the services in strict compliance with all applicable laws and regulations.
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4.
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TERM OF AGREEMENT –The Agreement shall commence on the Effective Date and shall remain in force for five years subject to Section 10 of this Agreement.
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5.
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COMPENSATION –
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6.
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REIMBURSEMENT OF EXPENSES – The Consultant shall be entitled to full reimbursement of expenses incurred in connection with the affairs of the Corporation including but not limited to third party consultancies, as approved by the Chairman. The reimbursement request will be duly supported by appropriate documents, receipts etc.
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7.
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CONFIDENTIALITY
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During the course of the Consulting Agreement, the Consultant will have access to and become aware of information which is confidential to the Corporation. The Consultant undertakes to sign a Confidentiality and Non-Disclosure agreement included in Attchment A.
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8.
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CONSULTANT NOT AN EMPLOYEE – The parties acknowledge and agree that the Consultant shall provide the Services to the Corporation as an independent contractor and not as an employee of the Corporation and that an employer – employee relationship is not created by this Consulting Agreement As the Consultant is not an employee of the Corporation, he shall not be entitled to receive from the Corporation any benefits whatsoever and the Corporation shall not be required to make contributions for unemployment insurance, to a pension, workers compensation and other similar levies in respect of any fee for services to be paid to the Consultant pursuant to this Agreement.
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9.
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NO DEROGATORY REMARKS – The Consultant agrees with the Corporation that from and after the Effective Date he and the Corporation shall not make any derogatory remarks regarding the Corporation and the Consultant, respectively, and that the Consultant will not take any act as a result of which the relations between the Corporation and its suppliers, customers, employees or others may be impaired or which act may otherwise be detrimental to the business of the Corporation as the same is now or may hereafter be carried on by the Corporation. The Corporation shall be affixed with the same policy as the Consultant in this regard.
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10
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USE OF CONSULTANT’S WORK – Notwithstanding any other provisions of this Agreement, the Corporation shall not be bound to act or otherwise utilize the Consultant’s advice or materials produced by the Consultant in the performance of the Services.
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11.
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TERMINATION –
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(1)
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This agreement may be terminated by the Corporation, at their sole discretion, for any reason, at any time during the term of the Agreement, with 90 days prior written notice.
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|
|
(2)
|
The Corporation or the consultant may immediately terminate this Agreement in the event that the other party is in breach of any of the terms or conditions of the Agreement applicable to that other party.
|
|
|
(3
|
This Agreement shall be terminated automatically and with immediate effect if at any time either the Corporation or the Consultant becomes insolvent or voluntarily or involuntarily bankrupt, or makes an assignment for the benefit of either party’s creditors or the Consultant dies or in way incapacitated from performing the required services.
|
|
|
11.
|
INDEMNIFICATION – The Corporation hereby agrees to indemnify the Consultant and save him harmless from and against any and all losses, expenses, liabilities, claims (including fines, penalties and interest thereon), costs (including legal costs on a solicitor – client basis) and damages for or by reason of or in any way arising out of the Consultant’s compliance with the terms of this Agreement.
|
|
|
12.
|
AMENDMENTS AND WAIVERS – No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.
|
|
|
13.
|
ASSIGNMENT – The Consultant shall not assign, transfer, sub-contract or pledge this Agreement or any rights or the performance of any obligation arising under this Agreement, without the prior written consent of the Corporation.
|
|
|
14.
|
STATEMENT OF NON-OBLIGATION - The Consultant hereby confirms that he is not a party to any agreement or under any other obligation to a person or entity which would prevent him from performing the services described herein. or which would prevent, limit or impair his performance of any of the covenants herein or any duties to the Corporation. The Consultant agrees to indemnify and hold the Corporation harmless from any claim, loss, damage, cost or liability which may be asserted on account of the Corporation's engagement of the Consultant hereunder. The Consultant understands that the Corporation does not want him to disclose to it any Confidential Information which the Consultant may have obtained from a former employer, although the Consultant is free to use his general knowledge and past experience gained from any such former employer.
|
|
|
15. SURVIVAL – Without limitation, the parties acknowledge that Sections 6, 8 and 14 shall survive the termination of this Agreement.
|
|
|
16.
|
SEVERABILITY – If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.
|
|
|
19
|
FURTHER ASSURANCES – Each party hereto agrees from time to time, subsequent to the date hereof, to execute and deliver or cause to be executed and delivered to the other of them such instruments or further assurances as may, in the reasonable opinion of the other of them, be necessary or desirable to give effect to the provisions of this Agreement.
|
|
|
20.
|
GOVERNING LAW – This Agreement and the rights and obligations and relations of the parties hereto shall be governed by and construed in accordance with the laws of the courts in Bacelona, Spain as applicable therein (but without giving effect to any conflict of laws rules). The parties hereto may agree to a different jurisdiction to entertain any action or other legal proceedings based on any provisions of this Agreement. Each party hereto does hereby attorn to the jurisdiction of the Barcelona courts or any other Jurisdiction as may be mutually agreed to by the parties hereto..
|
|
|
21
|
NOTIFICATION - Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by pre-paid registered mail, fax, email as follows:
|
|
(a)
|
To the Consultant:
|
|
|
ZD Ventures Corporation
|
|
|
47 Avenue Road, Suite 200
|
|
|
Toronto, ON M5R 2G3
|
|
|
Canada
|
|
a)
|
Is or subsequently becomes part of the public domain through no fault of the Consultant; or
|
|
b)
|
Was known by the Consultant at the time of disclosure and such prior knowledge can be demonstrated by the Consultant through contemporaneous written records.
|
|
c)
|
Was acquired by the Consultant from a third party entitled to disclose the information.
|
|
d)
|
Was developed by the Consultant independently as evidenced by his contemporaneous written documentation.
|
|
e)
|
Is required by law to be disclosed, after notice to Bluesence or the Consultant and an opportunity for Bluesence or the Consultant to seek injunctive relief and/or an appropriate Protective Order.
|
|
|
Title:
|
Chairman
|
|
Date
|
No. of common shares to be issued
|
|
|
Upon signing of the Consulting Agreement
|
66,000
|
|
|
1
|
March 1, 2015
|
11,167
|
|
2
|
April 1, 2015
|
11,167
|
|
3
|
May 1, 2015
|
11,167
|
|
4
|
June 1, 2015
|
11,167
|
|
5
|
July 1, 2015
|
11,167
|
|
6
|
August 1, 2015
|
11,167
|
|
7
|
Sept. 1, 2015
|
11,167
|
|
8
|
Oct 1, 2015
|
11,167
|
|
9
|
Nov. 1, 2015
|
11,167
|
|
10
|
Dec. 1, 2015
|
11,167
|
|
11
|
Jan. 1, 2016
|
11,167
|
|
12
|
Feb 1, 2016
|
11,167
|
|
TOTAL
|
200,000
|
|
# of common shares to be issued
|
Date
|
Minimum gross Revenue in euro
|
|
|
1
|
200,000
|
April 1, 2016
|
€1,250,000 for the year ending March 31, 2016
|
|
2
|
200,000
|
April 1, 2017
|
€2,250,000 for the year ending March 31, 2017
|
|
3
|
200,000
|
April 1, 2018
|
€3,250,000 for the year ending March 31, 2018
|
|
4
|
200,000
|
April 1, 2019
|
€4,250,000 for the year ending March 31, 2019
|
1 Year Plyzer Technologies (CE) Chart |
1 Month Plyzer Technologies (CE) Chart |
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