Exhibit 10.8
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TOUCAN GOLD CORPORATION INC
0000 XXXXXXX XXXX
XXXXX 0000
XXXXXX
XXXXX 00000 XXX
Xxxxxx Xxxxxxxx
Apartment B42
Roc Fleuri
0 Xxx xx Xxxxx
XX00000 Xxxxxx
22 July 1999
Dear Xxxxxx
This letter set out the terms of your Engagement by Toucan Gold Corporation Inc
(the "Company").
COMMENCEMENT AND TERM
Your engagement as a consultant will commence on the 22 July 1999 and will be
for an initial period of six months. Thereafter either party may terminate your
engagement by notice in writing of not less than one month.
RESPONSIBILITIES
You will perform the role of Chairman and Chief Executive of the Company. It is
envisaged that a new Chief Executive will be appointed within 6 months,
whereupon you will remain Chairman of the Board of the Company. You will be
elected to the board of directors of ITIS Technologies Limited, a wholly owned
subsidiary of the Company and serve on such board during the period of this
engagement.
REMUNERATION
You will be paid a retainer of 3,000 (British Pounds) per month, and you will be
required to work __ days per month in order to fulfil your obligations under the
terms of this letter.
As you are aware, the Company intends to carry out a major fund raising exercise
within six months of commencement of trading. When this exercise has been
successfully completed, your appointment and duties will be reviewed.
EXPENSES
It is not proposed that the Company will provide a vehicle for your use.
However, the company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself and any other reasonable and necessary expenses
associated with your engagement.
CONFIDENTIALITY
You acknowledge that during the course of your engagement you will have access
to confidential information belonging to the Company. You will not at any time
(except in the course of your duties or as maybe required by law) during or
after your enjoyment disclose to a third party or make use of any confidential
information belonging to the Company. Without prejudice to the generality of the
foregoing you acknowledge that the expression "confidential information" shall
include the following namely; information relating to existing, potential, past
or pending business methods, corporate plans, finances, business opportunities
and development projects of the Company or any associated Company, research
activities, trade secrets, inventions, creative briefs, ideas, computer
programs, designs and formulae undertaken, commissioned or produced on behalf of
the Company, all information relating to the marketing or sales of any past,
present or future product or service of the Company and any information
including, without limitation, customer lists in respect of which the Company
owes an obligation of confidentiality to a third party.
INTELLECTUAL PROPERTY
You will promptly disclose to the Company and keep confidential all inventions,
copyright works, designs or technical know-how conceived or made by yourself
either alone or with others arising out of your engagement. You will hold all
such intellectual property in trust for the Company and will do everything
necessary or desirable (at the expense of the Company) including, without
limitation, executing any appropriate documentation to vest the intellectual
property fully in the Company and/or to secure patent or other appropriate forms
of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by your pertaining to the operation or business of the
Company resulting from or suggested by any work which you shall so pursuant to
your engagement or has already been done prior to the date of this Agreement and
all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection and exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
GROSS MISCONDUCT OFFENCES
Your engagement with the Company may be terminated immediately by the Company
without prior notice if you shall at any time:
(a) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft);
(b) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(c) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(d) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
(e) knowingly infringe or misappropriate any intellectual property of the
Company, including, without limitation, any trade secrets of any third
party.
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/
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FOR AND ON BEHALF OF THE BOARD
ACCEPTED BY XXXXXX XXXXXXXX
/s/ X. Xxxxxxxx
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22 JULY 1999
