EXHIBIT 10.4
MANAGEMENT SERVICES AGREEMENT DATED JANUARY 1, 2000
THIS MANAGEMENT SERVICES AGREEMENT
made as of this
1st day of January, 0000
X X X X X X X:
"I-Track", Inc.
a corporation incorporated
under the laws of the State of Nevada
(the "Princple")
OF THE FIRST PART
and
AVL INFORMATION SYSTEMS LTD.
a corporation incorporated
under the laws of the Province of Ontario
(the "Contractor")
OF THE SECOND PART
WHEREAS the Principal manufactures event based automatic vehicle location and
wireless information systems through its wholly owned U.S. subsidiary, AVL
Information Systems Inc.
AND WHEREAS the Principal desires to have he management and acquisition work and
other related research and development work carried out by and/or under the
supervision of the Contractor who will provide management effort and who will
perform the actual management, acquisition and research work if any;
AND WHEREAS the Contractor is prepared to undertake this work upon the terms and
conditions following, namely;
1. For the sum of $2500.00 per month, due and payable on the last day of
each month,
2. Supply manpower
3. Supply equipment and premises
4. any other miscellaneous expertise requested
NOW THEREFORE in consideration of the sum of $1.00 now paid by the Principal to
the Contractor and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the Principal hereby agrees with
the Contractor as follows:
1. The Contractor shall perform general management and research and development
management within the program herein before defined as directed by the principal
from time to time and to the extent the work so directed is paid for by the
Principal as provided in clause 3 below and in accordance with agreed budget.
2. It is understood that the Principal shall outline the program objectives by
directions from time to time, but that the Contractor shall have the broadest
discretion to determine the precise work to be undertaken to achieve the desired
results, to select all subcontractors, engineers and consultants of all types
and generally supervise the work.
3. Prior to undertaking any work, the Contractor may require the Principal to
prepay to the Contractor a sum equal to all or part of the estimated cost of
such work. The Principal shall not be obliged to make a progress payment until
it has received invoices from the Contractor for an amount aggregating the total
of all prior progress payments made to the Contractor by the Principal
hereunder.
4. All the results of the management work and all research and development
findings, including data, information, specifications patents and/or patent
applications and other intangible but relevant work product developed by the
contractor pursuant to this Agreement and paid for by the Principal shall become
the exclusive property of the Principal and to the extent that the principal has
paid for them.
5. The Contractor shall furnish project status reports as requested by the
Principal, but not more frequently than monthly. These reports shall be in such
detail as the Principal may reasonably request.
6. The Contractor shall keep and maintain adequate records, books and files to
enable it to furnish complete and accurate information regarding all aspects of
its work hereunder.
7. The parties agree that the Contractor is retained hereunder as an independent
contractor and shall accordingly comply with all legal and financial obligations
necessary to preserve its status as such. The Principal shall in no
circumstances be liable to third parties for any charges, payment taxes,
deposits, contributions or other obligations of the Contractor, and the
Contractor hereby indemnifies the Principal and holds it harmless from any and
all liabilities, including legal fees, costs and penalties, arising from the
assertion by third parties of any claims against the Contractor.
8. The provisions of this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, devisees, legatees, personal
representatives successors or assigns.
9. All questions with respect to the construction of this Agreement and the
rights and liabilities of the parties hereto shall be governed by the laws of
the Province of Ontario. IN WITNESS WHEREOF THE parties hereto have executed
this Agreement as of the date and year first written above.
