EXHIBIT 4.7
CONTRACT
THIS AGREEMENT, made in duplicate this 15th day of March, 2001. BETWEEN:
Credit-Chip Corporation, a corporation incorporated
under the laws of Canada,
hereinafter called the "Contractor"
OF THE FIRST PART,
- and -
Xxxxxxxx Xxxxx, of the Town of
Mont-St-Hilaire, in the Province of Quebec,
Hereinafter called the "Contractee"
OF THE SECOND PART,
In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant as follows:
1. The Contractee covenants and agrees that he will faithfully,
honestly, and diligently serve the Contractor as Chief
Financial Officer in the Contractor's business and that the
Contractee will devote a substantial amount of his time and
attention during working hours to the Contractor's affairs.
TERM
2. The Contractee will commence on the 28th day of February 2001.
Such service shall continue for a period of 12 months or until
the following occurs;
(a) The Contractor raises $5,000,0000 in financings;
(b) The Contractee provides the Contractor with one (1)
months written notice of his intention to terminate
the contract;
(c) The Contractee dies;
(d) The Contractee conducts himself in such manner so as
to substantially breach the underlying nature of the
contract including, but not limited to, serious
dereliction of duties,
dishonesty, or any serious breach of this agreement
or for solute other action which the Contractor
believes was or is likely to be substantially
detrimental to the Contractor's business, in which
case the Contractor need give no notice or pay in
lieu thereof.
PAYMENT TERMS
3. During the term of this Contract, the Contractee covenants and
agrees to invoice the Contractor for services rendered in
Canadian dollars in addition to the appropriate GST and PST
amounts, upon the following events:
(a) Upon the closing of any Financings (including the
exercise of warrants), the Contractee will be
entitled to receive from the Contractor a
bonification in cash equivalent to 3% of the sums
raised by the Contractor;
(b) Upon the closing of any Financings by the Contractor
(including the exercise of warrants), the Contractee
will be entitled to received from the Contractor
compensation options entitling the Contractee to
purchase 3% of the number of Common Shares sold
pursuant to the Financing(s), at their issue price,
exercisable for a period 24 months. Subject to
regulatory approval, the Compensation Options and the
exercise thereof, or such portion thereof as is
permitted under applicable securities laws, will be
qualified by the Contractor for distribution;
DISCLOSURE OF CONFLICT OF INTERESTS
4. The Contractee affirms that to the best of his knowledge and
belief, he is not involved in any activity and has no outside
interests that conflict or suggests a potential conflict with
the best interests of the Contractor. The Contractor
acknowledges that the Contractee continues to operate a
financial consulting practice.
Further, the Contractee agrees to disclose any outside
activities or interests, including inventions made prior to
employments, that conflict or suggest a potential conflict
with the best interests of the Contractor or Client of the
Contractor.
NON-DISCLOSURE
5. The Contractee shall not while under contract with the
Contractor or at any time after the termination of the said
contract, directly or indirectly:
(a) divulge to any person, corporation, association, or
other organization any name, address, or requirement
of any client of the Contractor or any person,
corporation, association, or other organization
likely to become a client of the Contractor;
(b) divulge to any person, corporation, association, or
other organization, either directly or indirectly,
any confidential information of the Contractor with
respect to any
a. planning,
b. engineering,
c. operating procedures of the Contractor,
d. internal affairs of the Contractor,
e. internal affairs of any of the clients of the
Contractor,
f. the names of the previous, present, or future
clients of the Contractor,
g. any negotiations made on behalf of the
Contractor,
h. any plans, methods, inventions, or devices used
or developed by the Contractor,
i. names of suppliers of the Contractor,
j. names of products used or produced by the
Contractor, and
k. trade secrets of the Contractor,
(c) divulge to any person, corporation, association, or
other organization, any of the financial affairs of
the Contractor.
The Contractee acknowledges that the aforementioned information is by
the Contractee in trust for the benefit, and only for the benefit of
the Contractor.
SURRENDER OF PROPERTY
6. The Contractee agrees that upon the termination of this
contract, irrespective of time, manner or cause of said
termination, the Contractee will surrender to the Contractor
all notes, data, models, lists, hooks, records, or any other
documents that the Contractee came into possession of through
this contractor belonging to the Contractor.
APPLICATION OF LAW
7. This Agreement shall be deemed to have been made in the
Province of Quebec and the construction, validity, and
performance of this Agreement, shall be governed in all
respects by the laws of the Province of Quebec.
CONTRACT BINDING
8. This Agreement binds the parties hereto and the successors and
assigns of the Contractor, and the Contractor and/or the
Contractee be entitled to assign their interest in this
Agreement to any other person, corporation, association, or
other organization and in the event of such an assignment, the
Contractee and/or the Contractor undertakes to execute a new
contract with the assignee to carry out more effectively the
terms of this Agreement.
AMENDMENT
9. No amendment or waiver of any part of this Contract shall be
effective unless the same is in writing, attached to or
endorsed on the said Contract, and signed by both parties.
APPROPRIATE CHANGES FOR GENDER AND NUMBER
10. Wherever the context requires or permits, the singular number
shall be read as if the plural were expressed and the
masculine gender as if the feminine or neuter, as the case may
be, were expressed, and the provisions herein shall be read
with all the gramatical changes necessary; and wherever used
herein the word "organization" includes company, body
corporate, partnership, sole proprietorship, or firm.
HEADINGS FOR REFERENCE PURPOSES
11. The headings in this Agreement are fro convenience only and
donot form part of the Agreement.
LANGUAGE
12. Les parties ont mutuellement convenu xx xxxxxxx la presente
entente en langue anglaise.
IN WITNESS WHEREOF the party of the FIRST PART has hereto affixed its
corporate seal attested to by the hand of its duly authorized officer
this th day of April, 2001
Credit-Chip Corporation
--------------------------------
Xxxxxx Xxxxxxxx, President
IN WITNESS WHEREOF the party of the SECOND PART has hereto set his hand and seal
this th day of April, 2001
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Xxxxxxxx Xxxxx
