EXHIBIT 10.6
SERVICE AGREEMENT
THIS AGREEMENT dated for reference the 1st day of March, 1999.
BETWEEN:
Xxxx Xxxxxx Xxxxxxxx.of 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxx Xxxxxxxx
X0X 0X0
("XXXXXXXX")
OF THE FIRST PART
AND:
Sportsprize Entertainment Inc.,
A body corporate incorporated under the laws of the
State of Nevada, U.S.A.
("SEI")
OF THE SECOND PART
WHEREAS:
X. Xxxxxxxx has fourteen years experience in sports related gaming operations
with the British Columbia Lottery Corporation.
B. SEI wishes for Xxxxxxxx to serve as an officer of SEI and perform the
duties of the office of Vice President of Research and Development of SEI, on
the terms and subject to the conditions set out herein.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that the parties mutually agree as
follows:
1. Engagement: SEI engages Xxxxxxxx and Xxxxxxxx agrees, to serve as an
officer of SEI and perform the duties of the office of Vice President of
Research and Development of SEI described in subsection 3(a), on the terms
and subject to the conditions set out herein.
2. Term: The term ("Term") of the engagement ("Engagement") pursuant to
section 1 will be deemed to have commenced on the date of execution and
will end on the first anniversary, unless terminated pursuant to this
Agreement.
3. Duties and Obligations of XXXXXXXX: During the Term, XXXXXXXX will:
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(a) Make himself available for election to the Office of Vice President of
SEI, including, without limitation, performance of each of the
following duties:
(i) Acting as, and accepting the appointment to the Office of
Vice President of Research & Development.
(ii) Recommending product specifications.
(iii) Responsibility for preparing specifications for product
development and software design.
(iv) Designing and implementing procedures for product and
software development.
(v) Assuming responsibility for direction and development of
product.
(vi) Undertaking strategic planning in all present and future
product development.
(vii) Monitoring and evaluating the product design and systems
support
(viii) Maintaining liaison with key personnel such as software
developers, designers, writers engineers and systems support
staff.
(ix) Participating in corporate strategies for product roll out;
including presentations, board meetings etc.
(x) Assisting the President and otherwise acting in accordance
with his instructions.
(b) Be liable to his own income tax pursuant to the Income Tax Act and any
other applicable legislation.
4. Performance: Xxxxxxxx and Xxxxxxxx will perform their duties hereunder as
follows:
(a) Subject to ill health of Xxxxxxxx, he will provide the services to SEI
during each day that is a business day in the Term.
(b) During the Term to performing the duties described in subsection 3(a)
to the best of his skill and ability.
5. Remuneration: In consideration of the services to be provided by Xxxxxxxx
hereunder, SEI will:
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(a) pay Xxxxxxxx USD$ 3,500 (or such other amount as the parties may agree
in writing) per calendar month during the Term on the last day of each
month or, if such days are not business days, on the first prior day
that is a business day;
(1) Once Xxxxxxxx Completes and delivers a working Product that has
been Beta tested on SEI web-site and is available for commercial
use, SEI shall increase the payments to Xxxxxxxx to USD $5,000
per month.
(2) Once the Product is has been put into commercial use, meaning
that SEI is able to achieve revenue as a result of the working
product, then Xxxxxxxx shall receive a total of $7,000 per month.
(b) Reimburse Xxxxxxxx for all reasonable expenses incurred by him in the
performance of the duties described in subsection 3(a) and will
provide to SEI such particulars of such expenses as SEI may reasonably
require;
(C) grant to Xxxxxxxx, Incentive Stock Options in the amount 150,000
shares priced at $0.25
6. Termination: The following will govern termination under this Agreement:
(a) SEI may terminate the Engagement without notice and without any
payment in lieu of notice if:
(i) Xxxxxxxx is guilty of any wilful act, neglect, or conduct that
causes substantial damage (materially injure the reputation of
SEI) or discredit to SEI, or
(ii) Xxxxxxxx is convicted of any offense involving fraud.
(b) SEI may terminate the Engagement on notice given not less than one-
(1) months prior to the effective date of termination. Upon such
termination, Xxxxxxxx will be paid in an amount equivalent to three
months remuneration as set out in section 5.
7. Disclosure: Xxxxxxxx will, refrain from making public or disclosing to any
person who is not an officer or direction of SEI any information, not
already in the public domain, that may come to the knowledge of Xxxxxxxx
during the Term respecting the business dealings of SEI or any of the
clients of SEI.
8. Indemnity: 1. Xxxxxxxx will indemnify and save harmless SEI from and
against any and all damages or losses resulting from:
(a) Any breach of this Agreement on the part of Xxxxxxxx, or
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(a) Any act or omission of Xxxxxxxx where such constitutes gross
negligence or wilful misconduct, but no act of Xxxxxxxx will, of
itself, be deemed gross negligence or willful misconduct if it is done
or omitted at the instruction or with the concurrence of the Board.
2. SEI will provide a separate Indemnification Agreement to Xxxxxxxx in
respect to his duties as an officer of SEI
9. Miscellaneous
(a) Each party will, on the request of the other, execute and deliver such
other agreements, deeds, documents, and instruments, and do such
further acts and things as the other may reasonably request in order
to evidence, carry out and give full force and effect to the terms,
conditions, intent and meaning of this Agreement.
(b) If any provision of this Agreement is invalid or unenforceable for any
reason whatsoever, such provision will be severable from the remainder
of this Agreement, the validity of the remainder will continue in full
force and effect and this Agreement will be construed as if it had
been executed without the invalid or unenforceable provision.
(c) No consent or waiver express or implied, by either party to or of any
breach by the other party in the performance by the other of any or
all of its obligations under this Agreement:
(i) Will be valid unless it is in writing and specifically stated to
be a consent or waiver pursuant to this subsection,
(ii) May be relied on by the other as a consent or waiver to or of any
other breach or default of the same or any other obligation,
(iii)Will constitute a general consent or waiver under this
Agreement, or
(iv) Will eliminate or modify the need for a specific consent or
waiver pursuant to this subsection in any other instance.
(d) Notices, requests, demands, or directions to one party to this
Agreement by another will be in writing and will be delivered as
follows:
If to Sportsprize at:
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If to Xxxxxxxx at:
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Attention: Xx. Xxxxxxxx
Or to such other address as may be specified by one party to the other
in a notice given in the manner provided in this subsection.
(e) This Agreement is made in British Columbia with the intention that its
construction and validity and all other issues related to its
administration will, in all respects, be governed by the laws
prevailing in that Province.
(f) In the event of any dispute between the parties in respect of the
interpretation of this Agreement or any matter to be agreed on, such
dispute will be determined by a single arbitrator appointed and acting
pursuant to the Commercial Arbitration Act (British Columbia) and the
decision of the arbitrator will be final and binding on the parties.
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(g) This Agreement constitutes the entire agreement between the parties
and there are no representations or warranties, express or implied,
statutory or otherwise, and no agreement collateral hereto other than
as expressly set forth or referred to herein.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day first above written.
Sportsprize Entertainment Inc.
By it's authorized signatory:
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Xxxx Xxxxxxxx
By his signatory:
/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx