EXHIBIT 10.16
SERVICE CONTRACT
THIS AGREEMENT made as of the 1st day of NOVEMBER, 1999, by and between
iCrystal Inc., a software development company incorporated under the laws of
the state of Delaware (hereinafter called the "Company") and XXXXX
XXXXX,CONSULTANT of the city of SURREY, in the province of BC, (hereinafter
called the "Contractor").
WITNESSETH
WHEREAS, the Contractor is about to be or is engaged by the Company and
has or will thereby become acquainted with the Company's business, records, and
other confidential information; and
WHEREAS, the Company is engaged in the business of software and website
development; and
WHEREAS, the parties hereto acknowledge that the goodwill of the Company
and the contained patronage of its customers and a list of names, addresses, and
phone numbers of its customers or potential customers or leads constitutes a
principal asset of the Company, the same being acquired through its efforts and
the expenditure of time and money; and
WHEREAS, each of the Contractors or associates of the Company hold a
position of trust and confidence and are in large measure enabled by such
association to become acquainted with the many customers, contacts and
associates of the Company, their names, addresses, phone numbers, and, with
other of the Company's business, security, and confidential matters; and
WHEREAS, the parties hereto acknowledge the necessity of restrictive
covenants and non-solicitation covenants of the Contractor herein set forth, and
for the reasonable and proper protection of the goodwill of the Company's
business, and that the same constitutes a material portion of the consideration
of engagement.
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NOW THEREFORE, in consideration of the premises and of the mutual
promises and covenants herein contained, the parties hereto agree as follows;
1. DUTIES - The Company or its affiliates or subsidiaries engages the
Contractor as a INVESTOR/LICENSE RELATIONS. Contractor's responsibilities,
duty and authority shall be those commonly associated with such position
including, but not limited to, the following duties;
* INITIATE, SET-UP AND OPERATION OF INVESTOR RELATIONS DEPARTMENT.
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* INITIATE SET-UP AND OPERATION OF LICENSE SALES & MARKETINGS.
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* TO REPORT DIRECTLY TO THE PRESIDENT OF THE COMPANY.
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2. COMPENSATION - Beginning on the 1st day of NOVEMBER, 1999,
the Company shall pay, and the Contractor agrees to accept as compensation for
the services to be rendered herein, the sum of $3,000.00 US per month. In
addition, the Contractor shall receive 100,000 SHARES OF THE COMPANY ON
OR BEFORE NOV 1, 2000, unless this Agreement has been previously
terminated by either party. The Contractor's monetary compensation open to
review from time to time whereupon the Contractor's compensation may increase
depending upon the performance of the Contractor.
3. FURTHER OBLIGATIONS OF CONTRACTOR - The Contractor agrees as follows:
(a) To exercise and carry out all rules, regulations, duties and
policies of the Company, and observe all such directions and
restrictions as the Company may, from time to time, impose upon
the Contractor.
(b) During the term of this Agreement, not to engage in any
business, calling, or enterprise which is or may be competitive
or contrary to the welfare, interest or benefit of the business
of the Company.
(c) During the term of this Agreement, to provide the services of
XXXXX XXXXX on a full time basis to carry out the obligations
of the Contractor. If XXXXX XXXXX is unable to perform the
obligations contained herein, then the Contractor will supply a
substitute individual it being understood by both parties that
the Company, after reviewing the substitute individual's resume,
will have the right to terminate this Agreement if it determines
that, in its sole discretion, the substitute individual does not
have the same skills or qualifications as that of XXXXX
XXXXX.
4. TERM - The services shall begin on NOV 1 , 1999 and shall continue at
will until terminated by either party giving notice. Either party may terminate
this Agreement upon fourteen (14) days prior written notice to the other. The
Company reserves the right to terminate this Agreement at any time during the
first six (6) months or at any other time for cause.
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5. CONFIDENTIAL INFORMATION - All confidential information and trade
secrets, including but not limited to, names and lists of clientele or
licensees, software, specifications, suppliers, operations or technical manuals,
and all information, files and records referring to, or relating thereto,
however maintained are valuable, special, and unique assets of the Company and
the sole and exclusive property of the Company. Any of the projects in which the
Contractor works on, on behalf of the Company, become and are the sole property
of the Company
6. COVENANT NOT TO COMPETE - Upon termination of the Contractor's
services, the Contractor, any of it's officers of directors, or any individual
associated with the Contractor shall not, for a period of one (1) year, either
directly or indirectly, enter into or engage in the business of software,
systems administration, security, or website development specifically designed
for use in Internet gaming.
7. FURTHER DUTIES OF THE CONTRACTOR - The Contractor guarantees to have a
qualified person, acceptable to the Company, available at the Company's place of
business no less than 40 hours a week. The Contractor should be aware that
duties associated with this Agreement may involve travel from the Company's
place of business to various locations throughout the world.
8. DUTIES AFTER TERMINATION OF AGREEMENT - The Contractor further agrees
that upon termination of this Agreement, Contractor will immediately surrender
to the company all samples, licensee contact information, price lists,
brochures, supplier, books and records, documents, operations or technical
manuals, software (either developed or under development) of or in connection
with the Company's licensees or business, passwords, codes, security technical
information and protocols and all other in the Contractor's possession which
belongs to the Company, it being distinctly understood that all of such items,
including all software which is or was developed by the Contractor is the
property of the Company.
9. SERVABILITY - The invalidity or unenforceability of any provision in
this Agreement shall in no way affect the validity or enforceability of any
other provision.
10. BENEFIT - This Agreement shall insure to the benefit of and be binding
upon the Company, its successors and assigns, and the Contractor and its heirs,
executors, administrators and legal representatives.
11. SITUS - This Agreement shall be construed and governed in accordance
with the laws of the province of British Columbia.
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12. PRIOR AGREEMENTS - This Agreement supersedes any prior written or verbal
agreements.
13. ARBITRATION - Any controversy relating to this Agreement or the
interpretation thereof shall be settled by arbitration in the city of Vancouver,
B.C., pursuant to the rules then in place for the province of British Columbia.
14. ADDRESS - The address's for each party to receive any formal notice or
notice's from the other party are as follows:
COMPANY CONTRACTOR
iCrystal Inc. XXXXX XXXXX
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0000 - Xxxx Xxxxxx Xxx. 00 - 00000 29A AVE
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Suite 101 B SURREY, B.C.
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Xxxxxx, XX X0X 0X0
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
COMPANY
/s/ Xxxxx Xxxx By: /s/ D. J. SLAMKO
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WITNESS
CONTRACTOR
/s/ Xxxxx Xxxx By: /s/ XXXXX XXXXX
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WITNESS
