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Exhibit 10.6
EXHIBIT 6.1
Consulting Contract Between
Great Bear Investments Inc. and
Xxxxxx X. Xxxxxx
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CONSULTING CONTRACT
THIS AGREEMENT MADE AND DATED FOR REFERENCE THE 1ST DAY OF JUNE, 1999.
BETWEEN:
GREAT BEAR INVESTMENTS, INC.
x/x Xxxxx X0, 000 Xxxx Xxxxxxxx
Vancouver, British Columbia CANADA
V5Z 4C2
(hereinafter referred to as the "Company")
OF THE FIRST PART
AND:
XXXXXX X. XXXXXX
x/x X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx XXXXXX
X0X 0X0
(hereinafter referred to as the "Consultant")
OF THE SECOND PART
WHEREAS the Company was organized under the corporate laws of the State of
Nevada and intends to provide gaming and other services through the medium of
the Internet;
AND WHEREAS the Consultant is in the business of technology transfers and
strategic and business planning;
AND WHEREAS the Company desires to retain the services of Consultant and the
Consultant desires to provide the said services to the Company on the terms and
conditions contained in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements contained herein the Parties covenant and agree, each
with the other as follows:
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ARTICLE I
THE CONSULTANT'S COVENANTS
The Consultant Covenants and agrees:
1.01 To provide such directives and guidance for technology transfers and
strategic and business planning and perform such duties and exercise such powers
as are reasonably required of, assigned to and vested in it by the Company from
time to time during the ten hereof, including but not limited to, arranging for
the Company to obtain proprietary turn-key software and strategic e-commerce
solutions to allow the Company to provide an Internet virtual casino
entertainment complex to earn revenue from licensing fees, earnings
participation and owned and operated web sites.
ARTICLE II
THE COMPANY'S COVENANTS
The Company covenants and agrees as follows:
2.01 In consideration of Consultant's undertaking and the performance of the
obligations contained herein the Company shall issue to the Consultant 70,000
shares in the capital stock of the Company, which said shares may be restricted
according to the laws of the State of Nevada.
2.01 The Consultant shall be reimbursed for all out-of-pocket expenses incurred
by it in the execution of its duties to the Company.
ARTICLE III
PROPERTY OF THE COMPANY AND CONFIDENTIALITY
The Parties covenant and agree as follows:
3.01 That the Consultant shall not deal with nor use in any manner whatsoever
any of the assets of the Company for its own use or for the use of others or for
any other purposes whatsoever not permitted by the terms and conditions herein.
3.02 That all records, reports, material, and information incidental to or
touching any and all aspects of the business of the Company including, but not
limited to the identity of any and all persons employed by the Company at any
time and the identity of any and all customers and clients of the Company at any
time, acquired by or communicated to the Consultant, directly or indirectly,
during the term hereof, whether pursuant or incidental hereto, shall be held in
confidence by the Consultant and shall not disclose at any time in any manner
whatsoever,
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directly or indirectly, to any person such records, reports, material, and
information. The covenant and agreement contained in this Section shall survive
the termination hereof and any assignment hereof by the Company.
ARTICLE IV
TERM
4.01 This Agreement shall commence on June 1, 1999 and shall continue thereafter
for a period of Two (2) years, subject to Section 4.02 hereof.
4.02 The term of this Agreement may be extended or renewed upon such terms and
conditions as may be mutually agreed to by the Parties.
ARTICLE V
AMENDMENT
5.01 The Parties covenant and agree that in the event that they shall mutually
agree to add to or delete from or modify any or all of the covenants and
agreements of either or both of them hereunder, and such mutual agreement is
evidenced in writing and executed with the same formality as this Agreement,
then this Agreement shall continue as so amended without further act of the
Parties.
ARTICLE VI
GENERAL PROVISIONS
6.01 This Agreement and all appendices and Schedules attached hereto and forming
part hereof and all amendments hereto and thereto constitute the entire
agreement between the Parties and supersedes and cancels all previous agreements
and understandings in any way relating to the subject matter hereof between the
Parties. The Parties agree that there are no agreements, representations,
warranties or conditions collateral hereto.
6 02 The division of this Agreement into Articles and Sections and the insertion
of headings herein are for the convenience of reference only and shall not
affect the interpretation and construction hereof.
6.03 In this Agreement, where the context permits or requires words importing
the masculine gender shall include the feminine and neuter gender, and words
importing the plural shall include the singular, and vice versa.
6.04 This Agreement shall be interpreted and construed in accordance with, and
shall be governed by, the laws of the Province of British Columbia.
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6.05 All notices, requests, demands or other communications by the terms hereof
required or permitted to be given by one Party to the other shall be given in
writing by registered mail, postage prepared, addressed to such other Party or
delivered to such other Party:
(i) in the case of the Company at:
x/x Xxxxx X0, 000 Xxxx Xxxxxxxx
Vancouver, British Columbia CANADA
V5Z 4C2
(ii) in the case of the Consultant at:
x/x X.X. Xxx 0000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx XXXXXX
X0X 0X0
and if sent by registered mail shall be deemed to have been received on the
third business day following the posting of same.
IN WITNESS WHEREOF the Parties have hereunto affixed their corporate seals
attested to by the hands of their duly authorized signing officers set as at the
day and year first above written.
THE COMMON SEAL of GREAT )
BEAR INVESTMENTS, INC. was )
hereunto affixed in the presence of )
)
)
/s/ Xxxx X. Xxxxxxx ) (C/S)
----------------------------------------- )
Authorized Signatory )
)
)
/s/ Xxxxx Xxxxxxxx )
----------------------------------------- )
Authorized Signatory )
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SIGNED, SEALED AND DELIVERED )
by XXXXXX X. XXXXXX in the presence )
of: )
)
)
/s/ X X Xxxxxx )
----------------------------------- )
Witness (Signature) )
) /s/ XXXXXX X. XXXXXX
) --------------------------------
X X Xxxxxx ) XXXXXX X. XXXXXX
----------------------------------- )
Name (Print) )
)
00000 Xxxxx Xxx. )
----------------------------------- )
Address )
)
Xxxxx Xxxx X.X. )
X0X 0X0 Xxxxxx. )
----------------------------------- )
Occupation )
Business Man.
