Exhibit 10.34
AMENDED AGREEMENT FOR
INDEPENDENT CONTRACTOR SERVICES
DATE: November 15, 2001
I. PARTIES AND AMENDMENT UNDERSTANDING
Schimatic Cash Transactions Xxxxxxx.xxx, Inc. dba Smart Chip Technologies,
hereinafter "Company,"
and
CIT Canada Inc., a subsidiary of Silverline Technologies, Inc., hereinafter
"Contractor,"
(jointly, "the Parties" or "Party" as determined by context),
having entered into an agreement dated June 1, 2001 and desire to amend and
replace that agreement with this subsequent agreement, and
hereby enter into this Amended Agreement for Independent Contractor Services,
hereinafter "Agreement," effective the above date.
II. ENGAGEMENT OF CONTRACTOR
Company hereby engages Contractor, and Contractor accepts engagement, to provide
to Company the following Services:
Development of SCTN proprietary Loyalty Application and Engine on Ingenico
terminals and G&D smart java cards(E-llegiance), per the general and detail
specifications provided by SCTN, in documents;
ELFS00110D E-llegiance Loyalty Application Specifications document
ELFS00210D E-llegiance Loyalty Application Engine document
and any subsequent revisions to these documents. All product development will be
compliant with all specifications of all applicable industry standards and
requirements, including, but not limited to, all published specifications of
Global Platform, EMV, and ISO, as identified and specified by SCTN. All
construction will be subject to physical as well as logical architecture
requirements, as dictated by SCTN from time to time, that will maximize the
portability of the product to other platforms. This will include, but not be
limited to, layers of abstraction at all interface points to the operating
environment, the user interface, and all data access.
At the option of SCTN, this scope of work may be expanded, in writing, to
include portions of the development of the SCTN back-end Loyalty Program
Management Services (LoyaltyCentral or XxxxxxxXxxxxxx.xxx), integrated with the
existing Loyalty Central DB2 database and related processing, or any other
necessary interfaces, per the general or detail specifications provided by SCTN,
working in conjunction with SCTN developers or other contracted developers.
III. TERM OF ENGAGEMENT
This Agreement shall be for a term commencing June 1st, 2001 and ending upon
delivery of working software, or May 1, 2002, whichever is later. Agreement term
can be extended by mutual agreement between the Parties.
IV. WORKPLACE AND HOURS
Contractor shall render services at Contractor's off shore offices or any other
place of Contractor's choosing. Contractor shall also provide its Services at
such other place or places as reasonably requested by Company as appropriate for
the performance of particular services. However, Company and Contractor
anticipate that most of the Services will be performed at Contractor's off shore
offices
Contractor's schedule and hours worked under this Agreement shall generally be
subject to Contractor's discretion. Company relies upon Contractor's discretion
to determine a sufficient time as is reasonably necessary to fulfill this
Agreement.
V. COMPENSATION
Company shall have the right to elect to pay Contractor for Services performed
under this Agreement in one of two options as follows:
V.1 OPTION ONE: Equity with deferred cash payments
V.1.1 Charge rates for Contractor's Services:
US$ 1250 per work day for Services performed on-site or on-shore
US$ 750 per work day for Services performed off-shore
V.1.2 Contractor shall invoice Company for Services performed on a monthly
basis. Company shall pay the Contractor for each invoice as follows:
- 25% in cash within 30 days, and before end of the following month.
- 12.5% in cash within 60 days.
- 12.5% in cash within 90 days.
- 50% in number of shares of SCTN 144 restricted common stock. The number
of shares will be computed for each week of the month by dividing the
Closing Price (defined below) into the rates of services in V.1.1. The
result will be multiplied by the number of days invoiced for that
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particular week, to determine the number of shares due to Contractor.
These shares will bare no restrictions except for a one year hold
period and other standard regulations that govern such Nasdaq stocks.
- The "Closing Price" for the computation of shares will be the lower of
the closing as recorded for SCTN common stock as quoted on national
markets or $.20 per share.
V.2 OPTION TWO: Normal cash payments
V.2.1 Charge rates for Contractor's Services:
US$ 1000 per work day for Services performed on-site or on-shore
US$ 550 per work day for Services performed off-shore
V.2.2 Contractor shall invoice Company for Services performed on a monthly
basis. Company shall pay the Contractor in cash for each invoice within 30 days,
and before the end of the following month.
Company may switch from one option to another by giving the Contractor a 30 days
notice before the date of the monthly invoice.
In both options, Company shall bear all of Contractor's pre-approved expenses
incurred in the performance of this Agreement. These include travel,
accommodation and living expenses for Contractor's personnel while performing
on-site services. Contractor shall invoice Company for expenses on a monthly
basis. Company shall pay the Contractor in cash for each invoice within 30 days,
and before the end of the following month.
VI. NON-COMPETITION
During the term of this Agreement and for a period of 12 months thereafter,
Contractor shall not, within the "Smart Loyalty" business area, directly or
indirectly, own, manage, operate, or control any business the same as or
reasonably similar to the business conducted by Company. In the event any of the
provisions of this Paragraph are determined to be invalid by reason of their
scope or duration, this Paragraph shall be deemed modified to the extent
required to cure the invalidity.
VII. NON-SOLICITATION
Company agrees that during term of this Agreement and for a period of one year
thereafter, it will not solicit or accept for employment or consultation,
whether temporary or permanent, any employee of CIT or request or influence any
such employee to terminate his or her employment with CIT
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VIII. CONFIDENTIALITY
"Confidential Information" for the purposes of this Agreement shall include
Company's proprietary and confidential information including, without
limitations, business plans, customer lists, marketing plans, financial
information, designs, drawing, specifications, models, software, source codes
and object codes. At termination of this Agreement, Contractor shall turn over
to Company all originals and copies of tangible material containing or
reflecting Company's Confidential Information. During the term of this
Agreement, and thereafter for 24 months, Contractor shall not, without the prior
written consent of Company, disclose to anyone any Confidential Information. The
parties agree that remedies available at law are inadequate to compensate for
breach of this paragraph, and that either party may apply to a Court of
competent jurisdiction for equitable relief upon proper showing.
IX. CONTRACTOR STATUS
It is expressly understood and agreed that Contractor is and throughout the term
of this Agreement shall be an independent contractor and not an employee,
partner, or agent of Company. Contractor shall not be entitled to nor receive
any benefit normally provided to Company's employees. Contractor agrees that
Company shall have ownership, title, and Company reserves all rights, including
copyrights, of all works created by Contractor under this Agreement, including
but not limited to source code, documentation, executables, architectural
drawings, and operating instructions. Contractor hereby prospectively assigns
all such works to Company, for the consideration provided in Paragraph IV.
Company shall not be responsible for withholding income or other taxes from the
payments made to Contractor. Contractor shall be solely responsible for filing
all returns and paying any income, social security, or other tax levied upon or
determined with respect to the payments made to Contractor pursuant to this
Agreement. Contractor is solely responsible for the means, manner, and method of
Contractor's work, subject only to the general objectives and requirements, and
specific direction, of SCTN's technical specifications.
X. CONTRACTOR'S TOOLS
Unless otherwise agreed by Company in advance, Contractor shall be solely
responsible for procuring, paying for, and maintaining any and all equipment,
software, paper, tools or other supplies necessary or appropriate for the
performance of Contractor's services hereunder.
XI. CONTROLLING LAW
This Agreement shall be governed by and construed in accordance with the laws of
the State of Utah.
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XII. ENTIRE AGREEMENT
This Agreement constitutes the final understanding and Agreement between the
parties. This Agreement cannot be amended or changed except by a writing signed
by both of the Parties.
XIII. NOTICES
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested:
If to Contractor:
CIT Canada Inc., a Subsidiary of Silverline Technologies, Inc.
000 Xxxxxx Xxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, Xxxxxxx X0X 0X0
If to Company:
Smart Chip Technologies
000 Xxxx 0000 Xxxxx
Xxxx Xxxx Xxxx, Xxxx 00000
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
/s/ Xxx Xxxxx
--------------------------------
for Xxxxxx Xxxx, President & CEO
CIT Canada Inc.
/s/ Xxx Xxxxxxxx
--------------------------------
Xxx Xxxxxxxx, President & CEO
Smart Chip Technologies
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