MEMORANDUM OF AGREEMENT October 18, 1996
This memorandum will record the agreement made between Evergreen International
Technology Inc. ("Evergreen") and BrainTech, Inc. ("BrainTech) with respect to
the allocation and sharing of common costs.
1. In this letter agreement, the following terms have the following
definitions:
(a) "Personnel Costs" include all costs relating to the employment of the
following individuals, occupying the following positions with respect to
both Evergreen and BrainTech:
Xxxx Xxxxx - President
Xxxx Xxxxx Xxxxxx - Administrative Assistant
Xxxxxxx Xxxxx - Accountant
Xxxxxxx Xxxxxxxxx - Investor Relations Manager
Xxxxx Xxxxx - Marketing Analyst
Xxxx Xxxxxx - Network Supervisor
and such other individuals as Evergreen and BrainTech shall agree from time
to time. Without limitation, "Personnel Costs" also include costs,
expenses or damages paid in respect of the termination of the employment of
any of the above persons, in the event that the employment of any of the
above persons is terminated simultaneously by BrainTech and Evergreen.
(b) "Premises Costs" include all costs relating to the rental, cleaning,
maintenance and operation of the leasehold premises of Evergreen, and
currently used by BrainTech as licensee.
(c) "Miscellaneous Costs" include such overhead costs as telephone and fax
charges, courier services and office supplies.
2. Evergreen and BrainTech agree that each of Evergreen and BrainTech shall be
responsible for one half of the Personnel Costs.
3. Evergreen and BrainTech agree that each of Evergreen and BrainTech shall be
responsible for one half of the Premises Costs.
4. Evergreen and BrainTech agree that each of Evergreen and BrainTech shall be
responsible for one half of the Miscellaneous Costs, to the extent that
such costs cannot reasonably be allocated to the business of either
Evergreen or BrainTech individually.
5. BrainTech acknowledges that nothing in this agreement shall give BrainTech
any leasehold or other proprietary interest in the office premises of
Evergreen, and that no disposition of
any such leasehold or other proprietary interest is created by this
agreement, or has been created by any fact or event to the date hereof.
6. Evergreen and BrainTech acknowledge and agree that it is not practical to
ensure that all payments in respect of the costs covered by this Agreement
will be made equally by BrainTech and Evergreen in the first instance.
BrainTech and Evergreen agree that they shall, from time to time, account
to each other for their respective shares of the costs covered by this
Agreement, for the purpose of ensuring that the intent of this Agreement is
carried out.
7. Evergreen and BrainTech shall deal with each other in good faith with
respect to all matters covered by this Agreement.
ACCEPTED AND AGREED TO:
EVERGREEN INTERNATIONAL TECHNOLOGY INC.
per:
/s/ X. X. Xxxxx
---------------------------
Xxxxxx X. Xxxxx, Director
BRAINTECH, INC.
per:
/s/ Xxxxx Xxxxxxxxxx
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Xxxxx Xxxxxxxxxx, Director
