EXHIBIT 10.3
SERVICES AGREEMENT
THIS AGREEMENT is dated for reference the 10 day of April, 2003,
BETWEEN:
XXXXX.XXX INC., having an office at 630 - 1188 Xxxx Xxxxxxx
Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Company")
AND:
MR. XXXXX XXXXXXXX,
(the "Service Provider")
WHEREAS the Company and the Service Provider wish to enter into this Agreement
regarding the provision of the Service Provider's services to the Company,
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and
agreements hereinafter contained, the parties agree as follows:
1. SERVICES
1.1 The Company hereby retains the Service Provider upon the terms and
conditions of this Agreement, and the Service Provider hereby accepts such
retainer on such terms and conditions.
1.2 The Service Provider shall provide the Company with expertise and
assistance in the areas generally described in Schedule "A" to this Agreement.
If requested by the Company, the Service Provider shall be a member of the
Company's Strategic Advisory Board at the pleasure of the Company.
1.3 The Service Provider shall take direction from and report to the
Company's president or to such other person as the Company's president may
direct. The Service Provider shall devote sufficient time and attention to the
Company's business as may be required to properly perform his duties hereunder.
1.4 In providing his services to the Company, the Service Provider shall be
subject to the Company's control and direction over the detail and methods of
work.
1.5 The Service Provider covenants that he shall not do, or fail to do,
anything which could be reasonably expected to damage the reputation of the
Company, its affiliates or any of its directors, officers, employees,
contractors or consultants.
2. TERM
2.1 The term of this Agreement shall be as stated in Schedule "A".
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3. REMUNERATION
3.1 The Service Provider's remuneration will be as specified in Schedule
"A". If the Service Provider is an employee, all payments by the Company will
be subject to the Company's remittance of all statutory deductions required by
law to be made by the Company. If the Service Provider is a dependant
contractor or consultant, the Service Provider shall be solely responsible for
making all payments to the applicable governmental authorities required by law
to be made.
3.2 The Company shall reimburse the Service Provider for all reasonable
expenses incurred by him in furtherance of the Company's business. The Service
Provider shall, to the greatest extent possible, submit statements and receipts
for all expenses claimed. The Service Provider acknowledges that the Company
will only reimburse those expenses that the Company considers reasonable or to
which the Company has granted prior authorization.
4. CONFIDENTIAL INFORMATION
4.1 The Service Provider shall keep all Confidential Information in
confidence and not use or allow others to use any Confidential Information
except for Company's benefit and, if the Service Provider is a corporation or
other entity, the Service Provider shall use its best efforts to ensure that all
of its employees, agents directors and officers who become privy to the
Confidential Information are bound by the terms of this section. In this
Agreement, "Confidential Information" means all data, processes, formulations,
analysis, methodologies and other information which is designated by Company as
confidential, whether orally or in writing, except for any part of the
Confidential Information which:
(a) is or becomes publicly available other than as a result of a
disclosure by Company;
(b) is or becomes available to the Service Provider from a source (other
than Company or its representatives) which, to the best of the
Service Provider's knowledge after due inquiry, is not prohibited
from disclosing such information to the Service Provider by a legal,
contractual or fiduciary obligation; or
(c) the Service Provider demonstrates was properly in the Service
Provider's possession or control at the time of disclosure of that
Confidential Information to it by the Company or its
representatives.
4.2 The Service Provider agrees that he shall not use or bring to the
Company any technical information, data, trade secrets, processes, formulae,
products, inventions or other intellectual property which is proprietary to any
person for whom the Service Provider has provided services.
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4.3 The Service Provider agrees that he shall not, before or after
termination or expiry of this Agreement, remove any reports information,
property, or any other material belonging to the Company, or any reproductions
thereof, without the prior written permission of the Company's president.
5. TERMINATION OF AGREEMENT
5.1 This Agreement may be immediately terminated by the Company, without
advance notice or payment at any time.
5.2 The Service Provider may terminate this Agreement upon 90 days' notice
to the Company.
6. RELATIONSHIP
6.1 The Service Provider shall not be deemed to be, or represent himself as,
an agent of the Company.
7. COMPLIANCE WITH LAWS
7.1 The Service Provider shall comply with all applicable statutes, rules
and regulations and the lawful requirements and directions of any governmental
authority having jurisdiction with respect to the provision of his services.
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8. MISCELLANEOUS
8.1 The provisions of the schedules attached to this Agreement form an
integral part of this Agreement.
8.2 Any notice or other communication given under this Agreement shall be in
writing and shall be deemed to have been given if personally delivered to a
party at its address appearing on the first page of this Agreement (or to such
other address as one party provides to the other in a notice given according to
this subsection). All notices and other communications shall be deemed to have
been given and received on the first business day following its delivery as
aforesaid.
8.3 The provisions of sections 4 and 5 of this Agreement shall survive the
expiry or earlier termination of this Agreement.
8.4 If any provision of this Agreement is determined to be void or
unenforceable, in whole or in part, by a court of competent jurisdiction, such
determination shall not affect or impair the validity or enforceability of any
other provision of this Agreement which shall be valid and enforceable to the
fullest extent permitted by law.
8.5 This Agreement may not be assigned by either party without the prior
written consent of the other. This Agreement shall enure to the benefit of and
be binding upon the parties and their respective successors and permitted
assigns.
8.6 The laws of British Columbia and the laws of Canada applicable therein
shall exclusively govern this Agreement.
8.7 This Agreement represents the entire agreement between the parties and
their respective principals and supersedes all prior agreements and
understandings, whether written or oral, between the parties concerning the
Service Provider's provision of services to the Company. This Agreement may not
be amended or otherwise modified except by an instrument in writing signed by
both parties.
8.8 This Agreement may be executed in counterparts, each of which shall be
deemed to be an original and both of which shall constitute one agreement. This
Agreement may be delivered by fax.
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IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written notwithstanding its actual date of execution.
XXXXX.XXX INC.
by its authorized signatory
-------------------------------
XXXX X. XXXXXXX
PRESIDENT & CEO
SIGNED, SEALED AND DELIVERED )
in the presence of: )
)
)
--------------------------- ) --------------------------------
Signature of Witness )
)
)
-------------------------- )
Print Name )
SCHEDULE A
DETAILS OF RETAINER
The Service Provider shall provide the Company with his expertise and
assistance, on a part time basis, in the following general areas:
General gaming laws and regulation
Any and all efforts to commercialize the Skill Poker concept
Any and all efforts to ensure the Skill Poker PPA is filed and receives approval
as a full patent by the USPTO.
Any ancillary marketing efforts to assist Xxxxx.xxx Inc. expands its commercial
relationships.
Notwithstanding the above, no part of this Agreement shall require or allow the
rendering of services in the areas of cash raising for the company or providing
any services which would have the intent or effect of creating or promoting a
market for the company's securities.
1. The Service Provider will provide his services as :
an employee a dependent contractor x a consultant
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2. The term of this Agreement will commence on April 10, 2003 (the "Start
Date") and, subject to the termination provisions of this Agreement,
terminate on 10th Day of April 2004. In consideration of the Service
Provider's services under this Agreement, the Company shall pay the
Service Provider a one time fee of 500,000 common shares of Xxxxx.xxx Inc.
(OTCBB: PKER) issued in accordance with Rule S-8 of the Securities and
Exchange Commission.
