SERVICE AGREEMENT
THIS AGREEMENT made as of this 20th day of May, 1998
B E T W E E N
XXXXXX XXXX, ENGINEER, an engineer, residing in the country
of Canada, at 000 Xxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxx
X0X 0X0 (the "Consultant")
and
SYDNEY X. XXXXXXX, an individual residing at 0000
Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxx, 0X0 X0X (hereinafter
called "Xxxxxxx"
WHEREAS Xxxxxxx has created certain technology and business strategies
related to automated railway crossings and railway communications
(hereinafter called the A "Technology"); and
WHEREAS Xxxxxxx and the Consultant wish to work together for the
purpose of completing an perfecting the design of the Technology and
to commercialize the Technology;
NOW THEREFORE, in consideration of the mutual covenants and promises
hereinafter set forth and other good and valuable consideration, the
parties agree as follows:
1.0 Definitions
1.1 The following terms and expressions shall have, for all purposes
of this Agreement, the meaning set forth below:
(a) "Agreement" means this Agreement, as amended from time to time;
(b) "Consulting Services" means engineering consulting services
relating to the engineering development, design and fabrication of all
software, firmware, packaging, hardware, networking, interfacing and
telecommunications required to ensure the proper functioning of the
Technology;
(c) "Project" means the commercialization of the Technology by
selling shares in the Company to the public by means of a public
placement or sale to the public of shares in the Company;
(d) "Technology" means technology relating to automated railway
crossings, train sensing, and railway communications;
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(e) "Company" means the corporation having ownership and control of
all Rights in the Technology;
(f) "Rights" means all intellectual property rights, including all
inventions (whether patentable or not), patents, patent applications,
know how, copyright, software (both object code and source code),
trade marks, trade xxxx applications, trade xxxx registrations,
industrial designs, computer chip topographies, trade secrets,
marketing information, client lists, and confidential information;
(g) "Xxxxxxx Information" means any information of any kind or type
provided by Xxxxxxx relating to the Technology or relating to the
marketing of the Technology; and
(h) "Resulting Information" means any report, data, test results,
software, designs, invention (whether patentable or not), trade
secret, document or other information or any kind or type resulting
from the provision of Consulting Services by the Consultant.
2.0 Retainer of Services
2.1 Xxxxxxx hereby retains the Consultant to provide Xxxxxxx with
Consulting Services and the Consultant hereby agrees to provide
Xxxxxxx with Consulting Services for the Project.
2..2 The Consultant shall provide Xxxxxxx the requested Consulting
Services on a part time basis, subject to the Consultant's
availability.
2.3 Xxxxxxx shall pay all reasonably incurred expenses incurred by
the Consultant relating to the provision of the Consulting
Services.
3.0 Assignment of Rights
3.1 The Consultant hereby assigns to Xxxxxxx all Rights in any
Resulting Information to Xxxxxxx. Without limiting the generality
of this paragraph, the Consultant agrees to execute any
assignment, declaration, petition or any other document, required
to record or protect Harland's ownership of said Rights in any
Resulting Information and hereby appoints Xxxxxxx as his attorney
for the limited purpose of executing all such assignments,
declarations, petitions or any other document or documents
reasonably required by Xxxxxxx to effect the purpose of this
paragraph.
3.2 The Consultant hereby agrees to sign any petition, declaration,
assignment or other document which may be required by Xxxxxxx to
file for and secure patent protection for any Rights assigned by
the Consultant to Xxxxxxx pursuant to paragraph 3.1 hereof.
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3.3 Xxxxxxx hereby agrees to LICENCE to the Company immediately upon
the incorporation of the Company, all of Harland's Rights in the
Technology together with all of the Rights assigned to Xxxxxxx
pursuant to paragraph 3.1 hereof. Any Rights belonging to
Xxxxxxx pursuant to paragraph 3.1 and 3.2 hereof which arise
after the incorporation of the Company, shall be LICENCED by
Xxxxxxx to the Company forthwith.
4.0 Shares in the Company
In exchange for the Consulting Services as specified in paragraphs 2.1
and 2.2 hereof, Xxxxxxx shall have the Company issue 45,000 of the
Company's Shares to the Consultant, immediately upon incorporation of
the Company. If the Company fails to issue shares to the Consultant,
Xxxxxxx shall assign 45,000 of his shares to the Consultant.
5.0 Marketing of Shares
5.1 Xxxxxxx agrees to use his best efforts to manage and direct the
affairs of the Company to maximize the value and liquidity of the
common shares of the Company.
5.2 Xxxxxxx agrees to use his best efforts to have the shares of the
Company publically traded or otherwise offered to the public for
sale.
6.0 Information
6.1 The Consultant shall provide Xxxxxxx with all Resulting
Information which is available to the Consultant and which may be
required by Xxxxxxx.
6.2 Xxxxxxx shall provide the Consultant with all Xxxxxxx Information
which is reasonable available to Xxxxxxx and which may be
reasonably required by the Consultant to provide the Consulting
Services.
6.3 Both Resulting Information and Xxxxxxx Information shall remain
the property of Xxxxxxx and shall be kept confidential by the
Consultant and not disclosed to others except with the prior
written consent of Xxxxxxx or the Company. Xxxxxxx Information
will be used solely for the purpose of providing the Consulting
Services.
6.4 The Consultant shall disclose Resulting Information and Xxxxxxx
Information only to such of his own employees as shall require
the information in order to provide the Consulting Services and
shall treat both Xxxxxxx Information and Resulting Information as
it would his own confidential information. Such employees shall
be notified of the proprietary nature of Xxxxxxx and Resulting
Information.
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6.5 All Xxxxxxx Information disclosed in written form under this
Agreement by Xxxxxxx shall be clearly marked as "proprietary" or
"confidential". All Xxxxxxx Information disclosed by Xxxxxxx in
any manner other then in writing shall be preceded or followed by
an oral or written statement indicating that the information is
confidential or constitutes Xxxxxxx Information falling within
the terms of this Agreement.
6.6 These provision will not apply to Xxxxxxx Information or Resulting
Information if it:
(a) is known to the Consultant prior to receipt thereof from Xxxxxxx,
as evidenced by written records;
(b) is disclosed without restriction to the Consultant in good faith
by a third party who is in lawful possession thereof and who has
the right to make such disclosure;
(c) is or shall have become public knowledge or otherwise, through
no fault of the Consultant;
(d) is information which is required to be disclosed pursuant to
judicial or government order or pursuant to statutory law.
6.7 Upon Harland's request or in the event the parties hereto decide
not to proceed with any transaction which is the subject of this
Agreement, whichever is sooner, the Consultant will promptly: (i)
return to Xxxxxxx all written and other materials furnished by Xxxxxxx
subject to this Agreement; (ii) return to Xxxxxxx all documents, data
memoranda, notes and other writings based on Xxxxxxx Information
provided subject to this Agreement. The Consultant will not retain
copies, extracts or other reproductions in whole or in part of the
materials referred to in (i) or (ii).
6.8 The provisions of paragraphs 6.3, 6.4, 6.5, 6.6. and 6.7 shall
survive termination of this Agreement for a period of twenty (20)
years.
7.0 Succession
7.1 This Agreement shall be binding on and, except as otherwise
provided, shall ensure to the benefit of the legal successors or
representatives of the parties, and to the successors and assigns
of Xxxxxxx and to the successors and assigns of the Consultant.
8.0 Nature of Agreement
8.1 The parties of this Agreement agree and acknowledge that this
Agreement does not create a partnership, joint venture,, or any
other relationship between the parties save the relationship set
out herein before and solely for the limited purposes herein.
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9.0 Law
9.1 This Agreement shall be governed by the laws of the province of
Ontario and there are no understandings, agreements, or
representations, expressed or implied, not specified herein.
10.0 Term
10.1 This Agreement may not be amended except in writing.
This Agreement shall come into force on the date first shown
above and remain in force until the termination of the Project or
the expiry of twenty (20) years, which ever occurs last. The
provisions of paragraphs 6.7 and 7.1 shall survive termination or
expiration of this Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date set forth above.
SYDNEY XXXXXXX XXXXXX GOVA
/s/ Xxxxxx Xxxxxxx /s/ Xxxxxx Xxxx
________________________ _____________________________
