EXHIBIT 10.11
SERVICE CONTRACT
THIS AGREEMENT made as of the 1 day of JULY, 1999, by and between
iCrystal Inc., a software development company incorporated under the laws of
the state of Delaware (hereinafter called the "Company") and Xxxx Xxxxxx, a
computer security expert of the city of Burnaby, 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 Systems Security Administrator. Contractor's
responsibilities, duty and authority shall be those commonly associated with
such position including, but not limited to, the following duties;
*Develop corporate and Licensee security protocols
*Overseeing and administrating the Company's database protocol.
*Monitoring of all of the Company's systems
*Operate within the budget approved by the Company
*Reporting directly to the president of the Company
2. COMPENSATION- Beginning on the 1st day of July, 1999, the Company
shall pay and the Contractor agrees to accept as compensation for the
services to be rendered herein, the sum of $2,000.00. US per month. During
the continuation of this Agreement, the Contractor's compensation shall be
increased to $2,500.00 US on Nov. 1, 1999. In addition, the Contractor shall
receive 50,000 shares of the Company on August 1, 2000 and an additional
50,000 shares on August 1,2001, 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 Company.
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 Xxxx Xxxxxx on a full time basis to carry out the
obligations of the Contractor. If Xxxx Xxxxxx is unable to
perform any of the obligations of the Contractor, then the
Contractor must provide another individual with similar
skills, it however being understood by both parties that the
Company will have the option 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 Xxxx Xxxxxx.
4. TERM- The services shall begin on Aug. 1, 1999, and shall
continue at will until terminated by either party upon notice. Either party
may terminate this Agreement upon fourteen (14) days prior written notice to
the other. The Company reserves the fight 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 or 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.
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 rates then in place for the province of
British Columbia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first written above.
COMPANY
/s/ FABRICE L'HEUREUX By: /s/ L. Slamko
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WITNESS
CONTRACTOR
/s/ FABRICE L'HEUREUX By: /s/ X. Xxxxxx
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