MANAGEMENT EMPLOYMENT AGREEMENT

Exhibit 10.11

MANAGEMENT EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of February 4,

2016 by and between Mobetize Canada Inc. ("MOBETIZE or the “Company”"), a British Columbia

Company with offices at 0000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx and Xxxxx

Xxxxxxxxxx at 000-0000 Xxx Xxxxxx, Xxxxxxxxx, XX, X0X 0X0, Xxxxxx (the "Employee").

W I T N E S S E T H:

WHEREAS, MOBETIZE is engaged in the business of providing various types of mobile payments

and mobile value added services; and

WHEREAS, the Employee, by education and experience, possesses qualifications to serve as an

Employee of MOBETIZE; and

WHEREAS, MOBETIZE and Employee wish to confirm the terms and conditions of such

Employee relationship as hereinafter set forth.

Position and Job Description of Employee

Employee’s position with MOBETIZE is a “Chief Financial Officer”. Employee will report to

Xxxx Xxxx, CEO and Mobetize Board of Directors. Please note that the functions listed below are not all

inclusive and may at the sole discretion of MOBETIZE be changed to fit the business needs of

MOBETIZE. At present, the details are as follows:

Scope of the contract is outlined in Schedule A – scope of Work Doc.

Term

MOBETIZE hereby agrees to employ Employee and Employee hereby accepts employment

pursuant to the terms and provisions of this Agreement, effective February 4, 2016. Employee also

understands and agrees that the terms of this Agreement in Sections: 4, "Confidentiality, Assignment of

Work and Non-Solicitation" (Schedule B, attached hereto) shall survive termination of the other

provisions of this Agreement. The Agreement may be terminated in accordance with Article 5, as set forth

below.

Compensation

Employee’s remuneration will be CAD $10,416.67 per month and will be paid semi-monthly on

the 15^th and last day of the calendar month. In addition, the Employee will be allocated 120,000 sign in

stock options vesting immediately from the Employee Stock Options Plan (ESOP).

Employee will also be entitled to 3 weeks vacation pay in a calendar year and the Company’s

extended healthcare and dental plan.

Page 1 of 7

Exhibit 10.11

Confidentiality, Assignment of Works and Non-Solicitation

The terms of the Confidentiality / Assignment of Works and Non-Solicitation Agreement

(attached as Schedule “B”) shall form part of this Agreement, and any breach of the attached

Confidentiality / Assignment of Works and Non-Solicitation Agreement shall be deemed a breach of this

Agreement.

Termination of Employment

It is agreed that any termination of Employee’s employment shall occur on the following basis:

(a)

Without notice by MOBETIZE if just cause for termination exists.

(b)

Employee may resign on giving MOBETIZE four (4) weeks written notice of the

effective date of Employee’s resignation.

(c)

Upon termination of this Agreement for no cause, remuneration payments will continue

according to British Columbia Employment Standards Act.

No Conflict with Prior Obligations

Employee hereby represents and warrants to MOBETIZE that Employee is not a party to any

agreement, or otherwise bound by any duty to another party that may, in any way, restrict Employee’s

right or ability to enter into this Agreement or perform the service contemplated under this Agreement.

Employee further represents and warrants that in performance of the services contemplated under this

Agreement Employee will not disclose or use any confidential information belonging to any prior

employer or other persons or entities.

Computer Access and E-Mail

Employee agrees to comply with all reasonable rules and restrictions that MOBETIZE may

impose on the use of computers, e-mail accounts and Internet access. In particular:

(a) Information stored or transmitted on MOBETIZE’s computers including E-mail is, and remains at

all times, the property of MOBETIZE. MOBETIZE reserves the right to access any such information.

As a result, Employee has no expectation of privacy with respect to this information.

(b) It is Employee’s responsibility to keep Employee’s password(s) secret. Employee may not share

Employee’s passwords(s) with anyone, and Employee is responsible for all activity performed with

Employee’s personal user ID or password.

General

(a) The Company agrees to defend and indemnify the Employee for any claim or cause of action

(including any legal costs incurred to defend such claims) asserted against the Employee in any forum

based on actions taken by the Employee in the course and scope of his performance of his consulting

duties under this Agreement

(b) This Agreement shall inure to the benefit of and shall be binding upon each of the parties hereto

and their respective successors, assigns and personal representatives, except that the Employee's

rights and interests under this Agreement may not be assigned, pledged or encumbered by him

without MOBETIZE's prior written consent. This Agreement, and the rights of MOBETIZE

hereunder, may be assigned by MOBETIZE without any requirement of consent by the Employee;

Page 2 of 7

Exhibit 10.11

provided, however, that the performance of the obligations and covenants of MOBETIZE hereunder

shall be binding upon such assignee or successor of MOBETIZE.

matter hereof, and supersedes all other agreements between them.

(d) No modification, amendment or waiver of any provision of this Agreement shall be effective

unless approved in writing by the parties hereto.

(e) If any provision of this Agreement shall be held to be unenforceable, such provision shall be

ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of

such provision or the remaining provisions of this Agreement.

(f) This Agreement shall be governed by and construed in accordance with the laws of the province

of British Columbia, Canada.

(g) All payments made to Employee under this Agreement shall be subject to applicable

withholdings, and/or deductions required by any Federal, local law, statute, regulation, or other

authority.

Notices

Any notices required by this agreement shall be given by hand, by facsimile, by overnight mail by

a recognized overnight courier, or sent by first class mail to the applicable address as follows:

If to the Company, to it at:

Mobetize Canada Inc.

0000-000 Xxxxxxx Xxxxxx

Xxxxxxxxx, XX, X0X 0X0

Xxxxxx

Attention: Xxxx Xxxx - CEO

xxxxx@xxxxxxxx.xxx

If to Employee, to her at:

Xxxxx Xxxxxxxxxx

000-0000 Xxx Xxxxxx

Xxxxxxxxx, XX X0X 0X0

Xxxxxx

Email: xxxxxxxx0@xxxxx.xxx

Either party may from time to time specify as its address for purposes of this Agreement any other

address upon giving ten (10) days written notice thereof to the other party. Notice shall be deemed given;

when given if given by hand; when sent by facsimile if the sender has a contemporaneous written

confirmation from the machine from which it was sent, accept that if sent during non-business hours of the

recipient, then notice shall be deemed given at the commencement of the regular business hours of recipient;

if delivered by first class mail, five (5) days after deposit in a Postal Service mailbox; if by recognized

overnight courier, when delivered.

Page 3 of 7

Exhibit 10.11

IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties

hereto as of the day and year first above written.

MOBETIZE CANADA INC.

BY:

Xxxxx Ladki, Chairman

BY:

Xxxx Xxxx, CEO

Employee – Xxxxx Xxxxxxxxxx

BY:

Xxxxx Xxxxxxxxxx

Page 4 of 7

Exhibit 10.11

Schedule "A" – Scope of Work

The Services to be provided shall include:

 To lead and oversee the Finance function of the company;

 To oversee the company’s capital raising activities and valuation functions

 To lead and oversee the implementation of the Company’s long and short term plans in accordance with

its strategy;

 To ensure the Company is appropriately organized and staffed and to have the authority to hire and

terminate staff as necessary to enable it to achieve the approved strategy;

 To ensure that expenditures of the Company are within the authorized annual budget of the Company;

 To assess the principal risks of the Company and to ensure that these risks are being monitored and

managed;

 To ensure effective internal controls and management information systems are in place;

 To ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully

and ethically;

 To ensure that the Company maintains high standards of corporate citizenship and social responsibility

wherever it does business;

 To act as a liaison between management and the Board;

 To keep abreast of all material undertakings and activities of the Company and all material external

factors affecting the Company and to ensure that processes and systems are in place to ensure that the

Executives and management of the Company are adequately informed;

 To ensure that the Directors are properly informed and that sufficient information is provided to the

Board to enable the Directors to form appropriate judgements;

Page 5 of 7

Exhibit 10.11

Schedule "B"

Employee Confidentiality / Assignment of Works

& Non-Solicitation Agreement

Confidentiality

Employee agrees that during the course of his or her consultancy with MOBETIZE and afterward, to

keep confidential and refrain from using, directly or indirectly, all information known or used by

MOBETIZE in its activities, including, but not limited to:

(a) all of MOBETIZE’s confidential and proprietary information, including, plans, designs, concepts,

techniques, processes, cost data, computer code, algorithms, software programs, formulas,

development or experimental work, work in process, or other know-how or trade secrets;

(b) any financial information, including MOBETIZE budgets, costs, sales, income, profits, salaries

and wages;

all collaborations, ventures or joint ventures considered by MOBETIZE, whether or not pursued;

(d) any and all know-how, and any and all oral, written, electronic or other communications and

other information disclosed or provided by MOBETIZE including any and all analyses or conclusions

drawn or derived therefrom;

(e) customer and client lists and contact information

(f) information regarding MOBETIZE’s specialized communications solutions and systems used by

MOBETIZE for the rendering of services to its customers and clients; and

Further, Employee acknowledges that MOBETIZE receives confidential or proprietary

information from third parties for certain limited purposes in the ordinary course of its business.

Employee agrees to hold such information in the strictest confidence and not to use such information for

the benefit of anyone other than MOBETIZE or such third party, without the express authorization in

writing from MOBETIZE.

Confidential information shall not include information that:

(a) is publicly available (other than as a result of a breach of this Agreement);

(b) is known by Employee prior to his employment with MOBETIZE.

Page 6 of 7

Exhibit 10.11

Non-Solicitation of Customers, Clients and Employees

While Employee is employed by MOBETIZE and for the period of twelve (12) months

immediately following the termination of Employee’s employment with MOBETIZE, Employee or their

Employee will not, directly or indirectly, solicit:

(a) any customer or client of MOBETIZE for the purpose of selling or supplying to such clients, any

products or services which are competitive with the products or services developed, sold, marketed,

licensed or supplied by MOBETIZE at the time of the termination of my employment with

MOBETIZE;

Return of MOBETIZE Property

Employee agrees to return to MOBETIZE, immediately upon termination of my employment,

regardless of how that termination should occur, all designs, devices, documents, specifications, business

documents, computer software, lists, records files data, and all other material containing or disclosing

Confidential Information including copies of these items, however made or obtained, and will delete any

electronic copies or files of any such information.

Enforceability

Employee acknowledges that all restrictions contained in this Agreement are reasonable and

valid and all defenses to the strict enforcement of all or any portion thereof by MOBETIZE are hereby

waived by Employee or Employee. If any clause or portion of any such clause shall be unenforceable or

declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the

enforceability or validity of the remaining portions of the Agreement and such unenforceable or invalid

portion shall be severed from the remainder of this Agreement.

Employee further agrees that Employees’ covenants and representations contained in this

Agreement shall survive and continue to bind Employees and their Employee following the termination of

any contract for Employee’s employment with MOBETIZE regardless of the reason for such termination.

ACCEPTED AND AGREED TO THIS 04 DAY OF FEBRUARY, 2016. I HAVE READ AND

UNDERSTAND THE TERMS AND CONDITIONS THAT ARE SET OUT IN THIS SCHEDULE

B TO THE EMPLOYMENT AGREEMENT.

/s/ Xxxxx Xxxxxxxxxx

Xxxxx Xxxxxxxxxx

Page 7 of 7

Document Metadata

Table of Contents

MANAGEMENT EMPLOYMENT AGREEMENT

Document Metadata