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EXHIBIT 10.31
SERVICES AGREEMENT
THIS AGREEMENT effective as of December 31, 1999, by and between:
XXXXXXXX.XXX TECHNOLOGIES INC., a company incorporated under the laws of
British Columbia, carrying on business at Xxxxx 000, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX, X0X 0X0, ("Kazootek"); and
XXXXXXXX.XXX CORPORATION, a company incorporated under the laws of the State of
Florida, with its head office at Oficentro Sabana Sur, Edificio 7, 5 Piso, San
Xxxx, Costa Rica, ("Cyberoad")
NATURE OF AGREEMENT
WHEREAS
A. Cyberoad, a technology, software development and internet gaming company,
has expressed a desire to retain Kazootek for the purposes of providing
certain services described herein, and including but not limited to
software development and marketing, web development, network systems
administration, human resources administration, consulting, corporate
finance and securities administration.
B. Kazootek, a high-tech services provision company, has expressed a desire
to provide to Cyberoad certain services, including but not limited to, and
as contemplated above.
NOW THEREFORE this Agreement witnesses that in consideration of the mutual
terms, covenants and provisions herein contained, the parties hereto agree as
follows:
1. SERVICES
Subject to the terms, covenants and provisions contained herein, Kazootek
hereby agrees to provide to Cyberoad, and to its subsidiaries, in whole or
in part, joint venture partners, merchants and clients, as Cyberoad so
shall request in writing, from time to time, those services specified above
and described more fully in Schedule "A" attached hereto, (the "Services").
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2. FEES & PAYMENT TERMS
The service fees and payment terms shall be those outlined, but not limited
to, those in Schedule "B" attached hereto. These fees are subject to being
adjusted throughout the normal course of business, and Kazootek agrees
herein that Cyberoad and its clients will always receive the lowest
preferred rate offered.
3. TERMS OF AGREEMENT
A) This Agreement is effective as of the date first written above, for a
period of 1 year, unless earlier terminated in accordance with the
terms of this Agreement.
B) This Agreement shall be automatically renewed for successive renewal
periods of one year each, on each anniversary of the effective date of
this Agreement. The terms of this Agreement shall remain in full force
and effect as long as it is renewed annually. All provisions of this
Agreement shall apply both for the initial one-year term of this
Agreement and for all subsequent extensions.
C) Both parties hereto may terminate this Agreement after providing 30
days written notice or for breach of any of the terms contained
herein.
4. GENERAL
A) Independent Contractor. It is expressly agreed that Kazootek is acting
as an independent contractor in performing its services hereunder. No
act of the parties hereto shall be construed as creating or
establishing a partnership, joint venture or association of any type
between them. Neither party hereto, not their respective directors,
officers, employees, consultants or agents shall hold themselves out
as such of the other party.
B) Entire Agreement. Except as specifically provided for herein, this
Agreement contains the entire and only Agreement and understanding
between the parties, relating to this specific subject matter, and
supercedes all proposals, written or oral, and all other
communications between the parties hereto. This Agreement may not be
modified except in writing, signed by both parties hereto.
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C) Notice. Any notice required herein shall be deemed to have been
properly given 48 hours after being sent to the address of record for
the other party, by fax, email, mail or commercial courier service. The
addresses for such notice shall be:
Xxxxxxxx.xxx Technologies Inc.
Xxxxx 000, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
Xxxxxxxx.xxx Corporation
Oficentro Sabana Sur
Edificio 7.5 Piso
San Xxxx, Costa Rica
D) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of British Columbia.
E) Enurement. This Agreement shall be binding upon and enure to the
benefit of the parties hereto and their respective successors and
assigns.
F) Assigns. This Agreement is not assignable by either party, without the
written consent of the other party, which consent shall not be
unreasonably withheld.
G) Survivability. In the event that any provision of this Agreement
proves to be invalid, void or illegal, that provision shall be deemed
to be severed from this Agreement, and shall in no way affect, impair
or invalidate any other provision or the Agreement as a whole. All
other provisions contained herein will remain in full force and effect.
EXECUTION IN COUNTERPART
This instrument may be signed in counterpart, in as many counterparts as may be
necessary, and each instrument shall bear the date first written above, and
shall be deemed to be an original, forming one and the same instrument.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
executed personally or by their duly authorized officers as of the day and year
first written above.
XXXXXXXX.XXX TECHNOLOGIES INC. XXXXXXXX.XXX CORPORATION
/s/ XXXX XXXX /s/ XXXX XXXXXX
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Xxxx Xxxx, Xxxx Xxxxxx,
President President
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SCHEDULE "A"
The services as described in the Agreement contained herein, shall include, but
not be limited to the following:
Software Development
Web Development
Network Systems Administration
Human Resources
Accounting
Corporate Finance & Securities Administration
Consulting
Web Marketing
Web Communications
Technology Development & Management
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SCHEDULE "B"
Payment for the services provided for by Kazootek shall constitute, but not be
limited to, the following, and may be revised and agreed to by the parties
under separate arrangement, if consented to by the parties in writing:
A nominal fee of all costs plus 10% Cdn. paid annually.
