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10.03
THIS AGREEMENT dated for reference the September 1, 1999.
BETWEEN:
XXXXXXXXXXXX.XXX TECHNOLOGIES INC., a body corporate duly
incorporated pursuant to the laws of the Province of British
Columbia and having it registered and records office at Suite
100, 2030 Marine Drive, NorthVancouver, British Columbia,
("Smartsources")
OF THE FIRST PART
AND: Xxxxxx Xxxxxx.
Vancouver , British Columbia
("Xxxxxx ")
OF THE SECOND PART
WHEREAS:
A. Smartsources is in the business of developing and licensing
internet technology and trade related software
X. Xxxxxx provides independent consulting services to technology
companies who wish to enhance their profile among the investment
and financial community.
C. Smartsources desires to engage Xxxxxx services as herein defined;
X. Xxxxxx desires to render professional services in its field of
expertise in relation to Smartsources mandate as a technology
company which develops and licenses internet software.
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of
the mutual covenants and agreements herein contained, the parties
hereto agree as follows:
1.0 DEFINITIONS
1.1 In this Agreement:
(1) "the Services" means all of the obligations of Xxxxxx referred to
in paragraph 2.1.
2.0 SERVICES TO BE PROVIDED BY XXXXXX MANAGEMENT CORP.
(1) For the term of this Agreement, Xxxxxx shall standby and be
available to advise and assist Smartsources in its financial and
operational activities and assume the role of Chief Financial
officer .
3.0 COMPENSATION
(1) Smartsources shall pay to Xxxxxx monthly fee of $9,166,plus
applicable taxes
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3.2 Xxxxxx shall provide Smartsources with an invoice for each
monthly payment.
3.3 Xxxxxx shall be granted 100,000 stock options .
4.0 NON-EXCLUSIVITY
(1) During the term of this Agreement, Xxxxxx may engage in other
business activities, provided such business activities do not
conflict with Xxxxxx'x obligations to provide the Services.
Notwithstanding the foregoing, Xxxxxx., its directors, officers
or employees will not provide any services or be an employee of
any company that is in competition with Smartsources.
5.0 XXXXXX
(1) Xxxxxx represents and warrants to Smartsources that Xxxxxx has
the necessary expertise to perform the Services.
6.0 TERM
6.1 The term of this Agreement shall commence on the 1st day of
September , 1999 .
7.0 TERMINATION
7.1 Either party may terminate this agreement by giving 90 day
written notice to the other party.
8.0 GENERAL PROVISIONS
(1) Xxxxxx shall not assign its rights and obligations under this
Agreement without the prior written approval of Smartsources,
which approval may be withheld. Smartsources may assign its
rights and obligations under this Agreement.
8.2 Time shall be of the essence hereof.
(1) This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the
laws of the Province of British Columbia, Canada, without regard
for its conflict of laws rules. By executing this Agreement, each
party irrevocably attorns to the jurisdiction of the courts of
the Province of British Columbia, Canada which courts shall have
exclusive jurisdiction over the validity, interpretation and
enforcement of this Agreement.
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(2) Notices shall be delivered to each party at the addresses for
each party set out on page 1 of this Agreement or as may be
amended from time to time in writing.
(3) This Agreement may be executed in counterparts which together
shall constitute one and the same document.
(4) If any provision in this Agreement is invalid, illegal or
unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provision will not be
affected or impaired in any other jurisdiction and the validity,
legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby,
unless in either case as a result of such determination this
Agreement would fail in its essential purpose.
(5) A waiver of any of the terms and conditions hereof shall not be
construed as a general waiver by either party, and such party
shall be free to reinstate any such term or condition, with or
without notice to the other party.
(6) This Agreement and the schedule attached hereto, embody the
entire agreement and understanding between the parties and
supersedes all prior agreements and understandings relating to
the subject matter hereof. No term of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which
enforcement of the change is sought.
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(7) All the terms of this Agreement shall be binding upon and enure
to the benefit of and be enforceable by the respective heirs,
executors, successors and assigns of the parties hereto.
(8) Whenever the singular or masculine or neuter is used in this
Agreement, the same will be construed as meaning the plural,
feminine, body politic or body corporate and vice versa where the
context or the parties hereto so require.
IN WITNESS WHEREOF the parties have hereunto set their hands and
seals on this 1st day of September of 1999.
Xxxxxxxxxxxx.xxx Technologies by its )
authorized signatories: )
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Xxxxxxx Xxxxxxx )
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/s/ Xxxxxx Xxxxxx )
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