CONSULTING SERVICES AGREEMENT
Exhibit 99.3
This Agreement is deemed effective, Aug 24, 2009 on a recurring basis of one year intervals for a continuous period until terminated by either party.
BETWEEN: Xxxxxx Xxxxxx, doing business as TurnerKey Consulting with its office located at: 5516-109 ‘A’ Street, Edmonton AB, T6H 3C2 AND Secure Luggage Solutions Inc. with its offices located at:
0000 Xxxx Xxxxxxxxx Xxxx 0xx Xxxxx, Xxxxxxx, Xxxxxxx 00000.
WHEREAS: The Company wishes to retain the services of the Consultant according to the terms and conditions of this Agreement, and the Consultant is prepared to provide such services on that basis, the parties agree as follows:
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1. |
Scope of Services The Consultant will provide consulting services as requested by the Company (“the Work”) in accordance with the duties and responsibilities outlined in the Attachment 1 to this Agreement, headed
“Scope of Work”. |
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2. |
Fees and Payment The Company will compensate the Consultant for the Work in accordance with the fee structure provided in Attachment 2 to this Agreement, headed “Terms of Agreement”. |
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3. |
Independent Consultant Status It is expressly understood that the Consultant is engaged to perform the work as an independent contractor, and not as a dependent contractor, partner, employee or agent of the Company. The Company
shall not be responsible for Social Security assessments, life, health, or disability insurance premiums, and will make no federal or state statutory deductions from the fees payable to the consultant for the work rendered. The consultant shall indemnify and hold harmless the company from any assessment, penalty, fine, or charge made against the company by any statutory or regulatory authority in connection with the work. The consultant agrees that he shall not hold himself out or permit himself to
be held out as having any authority other than as expressly stated herein. All commitments made by the consultant on behalf of the company shall be subject to prior approval of the company before such commitments shall be binding on the company. |
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Representation The Company’s representative for this agreement will be the President, Xxxxxx X. Xxxxx or such other representative as the Company may appoint by written notice to the Consultant, with whom the Consultant
will consult regarding all matters pertaining to the work. The work and all expenditures relating to the work shall be outlined in writing and approved by said representative before the work is initiated or the expenditure made. |
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5. |
Personnel The consultant shall ensure all its personnel hold all necessary licenses, certificates and other qualifications as may be deemed necessary to perform the work. The Consultant represents that its personnel
shall be duly trained and experienced in their respective capacities, and that such personnel shall perform the work in a safe, efficient, and reliable manner. The consultant’s personnel shall not be considered or deemed to be employees of the Company and all costs incurred by the consultant in connection with its personnel shall be for its own account. |
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Records and Copyright The consultant shall keep proper records of all work and shall turn such records over to the company upon completion of the work or termination of this Agreement, together with any software, computer
programs, drawings, or other form of documentation developed or acquired by the consultant in connection with this agreement. All such tangible materials are the property of the company and to the extent, there is copyrightable subject matter in any such material, the consultant acknowledges and agrees the company shall have all right, title and interest thereto. The consultant agrees to fully cooperate during the term hereof and therefore to perfect and fully vest such copyright ownership in the company. |
| Consultant: __________ | Company: __________ |
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7. |
Documentation All documentation arising in connection with the performance of the Work (herein referred to as the “Documentation”) shall at all time be the exclusive property of the Company. The Documentation
shall be comprised of: |
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a) |
all software, source codes, date and other documented information of any nature and any form whatsoever which Consultant may have access to or which it may generate during the course of performing the Work; | |
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b) |
all memoranda, notices, records and reports which Consultant may have access to or which it may generate during the course of performing the Work; and | |
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c) |
all copies, extracts and reproductions of the documentation described in sub clauses a) and b) above. |
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The consultant acknowledges the proprietary nature of the Documentation and agrees to treat the same as the confidential property of the Company. If not otherwise specifically addressed herein, the consultant shall deliver any Documentation remaining in its possession or control to the company
at such time as this Agreement terminates, or the work is completed. |
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8. |
Confidentiality The consultant hereby agrees that all inventions, information and data arising in connection with the Work (hereinafter collectively referred to as “Proprietary Information”), shall at all times
be treated as confidential. The consultant agrees not to make, or permit any other person or persons, to make any copies, extracts or reproductions of the Documentation, other than as expressly permitted hereunder or pursuant to the written authorization of Company. The obligations shall survive the termination of this Agreement. Notwithstanding anything contained herein to the contrary, the provisions of this Clause 8 shall not apply to any portion of the Proprietary Information which: |
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a) |
is in the public domain at the date of this Agreement; | |
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b) |
becomes part of the public domain at any time after the date of this Agreement through no breach of the provisions herein; | |
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c) |
is in the lawful possession of the consultant prior to the date of this Agreement; or | |
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d) |
is lawfully obtained by the consultant from a third party which is under no obligation of confidence to the company, provided however that the onus shall always be upon the consultant to demonstrate that the exceptions set forth above are applicable. |
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9. |
Indemnity The company hereby indemnifies and saves harmless the company from and against any and all liability or claim of liability of every kind and nature, including claims for liability for bodily injury, death and property
damages (including, without limitation, the consultant’s employees or property) for all damages, losses, cost, expenses and liability arising out of the consultant’s performance hereunder regardless of negligence. |
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10. |
Term The term of this Agreement shall be for periods of (1) one year recurring on the anniversary date first above written. This Agreement may be terminated by either
party upon thirty days prior notice. |
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11. |
Compliance with Laws The consultant shall comply with all applicable laws, rules, and regulations, including applicable safety codes as applicable to the company. |
Agreed to by the parties on this 24th day of August, 2009
This Agreement and each facsimile, is deemed to be an original executed by the parties as of August 27, 2009.
| __________________________ | Secure Luggage Solutions Inc. | |
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Per: |
Per: | |
| X_________________________ |
X____________________________ |
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| Xxxxxx Xxxxxx, Principal | Xxxxxx X. Xxxxx, President and Chief Executive Officer |
| Consultant: __________ | Company: __________ |
ATTACHMENT (1)
SCOPE OF WORK
The duties and responsibilities of the consultant shall be as follows:
Undertake research of software, programs, hardware, control systems and similar technologies that the Consultant considers as relevant to the business development, manufacturing and marketing of the company’s baggage and cargo security and protection systems and other products as may become available from time to time in a manner that is consistent with the business
plan of the company and as directed by the Company.
| Consultant: __________ | Company: __________ |
ATTACHMENT (2)
TERMS OF AGREEMENT
Payments for Services:
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1. |
Period beginning August 24, 2009 through to August 31, 2009 the payment for services rendered at $300.00 per diem, not to exceed $750.00 as a total payment. |
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2. |
From the 1st day of the month following until the end of that month the payment for services rendered at $300.00 per diem, not to exceed a total payment of $1500.00 per calendar month for the duration of the agreement. |
Wire transfer instructions:
Instructions to be provided under separate cover.
| Consultant: __________ | Company: __________ |
