THIS CONTRACT SERVICES AGREEMENT MADE AS OF JANUARY 2, 2000
BETWEEN:
TITAN TRADING ANALYTICS INC., a company
duly incorporated under the laws of the
Province of British Columbia, and
having an office at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as "Titan")
AND:
XXXXXXX XXXXXX AND ASSOCIATES,
financial and management consultants,
having an office at 0000 Xxxxx Xxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(hereinafter referred to as "Xxxxxx")
WITNESSES THAT WHEREAS:
A. Titan is and has been engaged in the development of
artificial intelligence ("AI") technologies, research,
development, marketing and sale of financial software, the
development of AI based financial trading systems, and
proposes to develop an AI based wireless financial
messaging service;
X. Xxxxxx has experience in the provision of corporate
and financial management, financial trading systems
software development, product marketing, corporate
financing, financial research and administration, and
related advice and services (the "Services"), and has since
September 1, 1994 been providing the Services to Titan as
an independent contractor; and
C. the parties consider that it would be in their mutual
best interests to amend the date of the existing contract
and to amend the Fee payable pursuant to clause 2.1 in the
January 2, 1998 agreement, in accordance with a directors'
resolution dated December 23, 1999,
the parties hereto, in consideration of the premises and
the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as
follows:
1. Engagement
Titan hereby confirms the engagement of Xxxxxx to perform,
and Xxxxxx agrees to continue to perform the Services on
and subject to the terms of this Agreement for not fewer
than 160 nor more than 200 hours (or such greater or lesser
number of hours as the parties may from time to time agree
upon in writing) in each calendar month.
2. Payment for the Services and reimbursement of expenses
2.1 Titan hereby agrees:
2.1.1 to pay Xxxxxx monthly for the Services
monthly at a rate, being not less than $12,000,
to be agreed upon between the parties from time
to time (the "Fee"); and
2.1.2 to pay Xxxxxx annually, upon his request, a
bonus (the "Bonus") of $8,640.
2.2 Titan agrees to reimburse Xxxxxx for vehicle mileage
expenses at a rate to be agreed from time to time, and also
agrees to reimburse Xxxxxx for all reasonable expenses
incurred in travel, administration, promotion and all other
out of pocket expenses actually and reasonably incurred by
Xxxxxx in connection with the business of Titan and in
performing the Services.
3. Xxxxxx to be an independent contractor
Notwithstanding any other provision of this Agreement, it
is understood and agreed between the parties and it is a
condition of this Agreement, that Xxxxxx is an independent
contractor and not subject except as hereinafter provided,
to the direction or control of any other person in
performing the Services, nor is he an employee by virtue
of any provision hereof, or his position as an officer of
Titan. In performing the Services, Xxxxxx shall at all
times, but subject to (a) the business plan of Titan, as
from time to time approved by its board of directors, (b)
any resolutions of the board of directors from time to
time, and (c) any legal, governmental or regulatory
requirements or conditions, take such steps as in his good
faith business judgment shall be necessary or appropriate.
4. Term and renewal
Subject to the termination provisions of paragraph 7
hereof, the term of this Agreement shall be for a period of
three years from the date of this Agreement (the "Initial
Term"), and unless terminated, shall be renewed by the
parties from time to time for further periods (a "Renewal
Term") of two years.
5. Right of Xxxxxx to enter into other contracts for
services
Nothing in this Agreement shall restrict the right of
Xxxxxx to perform services for others, provided that such
others are not engaged in a business which is competitive
or in conflict with the business of Titan, and provided
further that the performance of such services does not, in
the opinion of the board of directors of Titan acting
reasonably, interfere with the performance of the Services.
6. Confidentiality and non-disclosure
Xxxxxx agrees that all proprietary information relating to
Titan's technology, business and affairs ("Proprietary
Information") is and shall be kept confidential, and will
not be disclosed to any person other than a person employed
by or performing services for Titan and who has a need to
know such Proprietary Information, except with the prior
consent in writing of the President of Titan.
7. Termination
7.1 Titan may at any time and for any reason terminate
this Agreement upon 30 days written notice to Xxxxxx,
and such termination shall be effective 30 days
following the delivery of such notice to Xxxxxx.
7.2 If Titan terminates this Agreement for any reason
other than the commission by Xxxxxx of a material and
substantial breach of his obligation to perform the
Services as provided in this Agreement, Titan shall
forthwith pay Xxxxxx, in a lump sum:
7.2.1 an amount equal to 12 times the Fee,
plus any Bonus to which Xxxxxx is entitled
pursuant to section 2.1.2 hereof, if
termination occurs during the Initial Term;
7.2.2 an amount to be negotiated between the
parties, but not less than the amount
payable under section 7.2.1 hereof, if
termination occurs during any Renewal Term
or if Titan fails to renew this Agreement.
7.3 If Titan gives notice of termination of this Agreement
to Xxxxxx by reason of a material and substantial
breach of his obligation to perform the Services, the
notice shall specify and Xxxxxx shall have 30 days
from delivery of the notice to him to cure, the
breach, and upon such breach being cured
notwithstanding section 7.1, the notice of termination
shall thereupon cease to be effective.
7.3 Xxxxxx may terminate this Agreement at any time upon
120 days written notice to Titan.
8. Payment of GST
All amounts payable by Titan to Xxxxxx for the Services
shall be exclusive of any Goods and Services Tax (GST) or
other governmental taxes or levies payable in respect of
the Fee and Titan shall, in addition to the Fee, pay to
Xxxxxx all amounts of GST or other governmental taxes or
levies imposed on Xxxxxx with respect to the Fee, and
agrees to indemnify him and save him harmless in respect of
any such imposition resulting from any failure by Xxxxxx to
collect, or by Titan to make payment of any amount properly
chargeable to it on account thereof.
9. Severability
If any provision of this Agreement is found to be void,
invalid, illegal or unenforceable by a court of competent
jurisdiction, such finding will not affect any other
provision of this Agreement, which will continue to be in
full force and effect.
10. Assignment
This agreement may not be assigned by either party without
the prior written consent of the other, which consent may
not be unreasonably witheld.
11. Arbitration of disputes
11.1 Except as provided in section 11.2, all differences or
disputes arising out of or in connection with this
agreement, including any difference or dispute with respect
to the amount of the Fee, or in respect of any defined
legal relationship associated herewith or derived herefrom
shall be referred to and finally resolved by arbitration
under the rules for the conduct of domestic commercial
arbitrations under the British Columbia International
Commercial Arbitration Centre. The appointing authority
shall be the British Columbia International Commercial
Arbitration Centre. The case shall be administered by the
British Columbia International Commercial Arbitration
Centre in accordance with its Procedures for Cases under
the BCICAC Rules". The place of arbitration shall be
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx.
11.2 The provisions of section 11.1 do not apply to the
obligations of Titan under section 7.2 hereof.
12 Enurement
This Agreement shall enure to the benefit of and shall bind
the parties and their respective heirs, executors,
administrators, successors and permitted assigns.
13. Governing law
This Agreement shall be interpreted in accordance with the
laws of the Province of British Columbia
The parties, intending to be bound, have executed this
Agreement as of the date first above written.
TITAN TRADING ANALYTICS INC.
Per: /s/ Xxxxxxx Xxxxxxxx
________________________
Authorized signatory
XXXXXXX XXXXXX AND ASSOCIATES
Per: /s/ Xxxxxxx Xxxxxx
________________________
Authorized signatory
Office/contract/paauwe3.doc
