EXHIBIT 10.17
SERVICE CONTRACT
THIS AGREEMENT made as of the 2nd day of DECEMBER, 1999, by and between
iCrystal Inc., a software development company incorporated under the laws of the
state of Delaware (hereinafter called the "Company") and XXXXXXX SLAMKO,
BUSINESSMAN of the city of SURREY, in the province of BC, (hereinafter called
the "Contractor")-
WITNESSETH
WHEREAS, the Contractor is about to be or is engaged by the Company
and has or will thereby become acquainted with the Company's business,
records, and other confidential information, and
WHEREAS, the Company is engaged in the business of software and
website development; and
WHEREAS, the parties hereto acknowledge that the goodwill of the
Company and the contained patronage of its customers and a list of names,
addresses, and phone numbers of its customers or potential customers or leads
constitutes a principal asset of the Company, the same being acquired through
its efforts and the expenditure of time and money; and
WHEREAS, each of the Contractors, or associates of the Company hold
a position of trust and confidence and are in large measure enabled by such
association to become acquainted with the many customers, contacts and
associates of the Company, their names, addresses, phone numbers, and, with
other of the Company's business, security, and confidential matters- and
WHEREAS, the parties hereto acknowledge the necessity of restrictive
covenants and non-solicitation covenants of the Contractor herein set forth, and
for the reasonable and proper protection of the goodwill of the Company's
business, and that the same constitutes a material portion of the consideration
of engagement.
NOW THEREFORE, in consideration of the premises and of the mutual
promises and covenants herein CONTAINED, the parties hereto agree as follows:
1. DUTIES. The Company or its affiliates or subsidiaries
engages the Contractor as a PRESIDENT. Contractor's responsibilities, duty and
authority shall be those commonly associated with such position including, but
not limited to, the following duties:
1. ORGANIZES, IMPLEMENT, AND OVERSEE THE COMPANY, AS DIRECTED BY THE BOARD
OF DIRECTORS.
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2. TAKE DIRECT CONTROL OVER THE COMPANY'S MARKETING PROGRAM.
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2. COMPENSATION. Beginning on the 2 day of December, 1999, the
Company shall pay, and the Contractor agrees to accept as compensation for
the services to be rendered herein, the sum of $5,000.00 US per month. In
addition, the Contractor shall receive 100,000 COMMON SHARES OF THE COMPANY
ON OR BEFORE FEB. 3, 2000, unless this Agreement has been previously
terminated by either party. The Contractor's monetary compensation open to
review from time to time whereupon the Contractor's compensation may increase
depending upon the performance of the Contractor
3- FURTHER OBLIGATIONS OF CONTRACTOR. The Contractor agrees
as follows:
(a) To exercise and carry out all rules, regulations, duties and
policies of the Company, and observe all such directions and
restrictions as the Company may, from time to time, impose
upon the Contractor.
(b) During the term of this Agreement, not to engage in any
business, calling, or enterprise which is or may be
competitive or contrary to the welfare, interest or benefit of
the business of the Company.
(c) During the term of this Agreement, to provide the services of
XXXXXXX SLAMKO on a full time basis to carry out the
obligations of the Contractor. If XXXXXXX SLAMKO is unable to
perform the obligations contained herein, then the Contractor-
will supply a substitute individual it being understood by
both parties that the Company, after reviewing the substitute
individual's resume, will have the right to terminate. this
Agreement if it determines that, in its sole discretion, the
substitute individual does not have the same skills or
qualifications as that of XXXXXXX SLAMKO.
4. TERM. The services shall begin on DEC 2, 1999 and shall
continue at will until terminated by either party giving notice. Either party
may terminate this Agreement upon fourteen (14) days prior written notice to
the other. The Company reserves the right to terminate this Agreement at any
time during the first six (6) months or at any other time for cause.
5. CONFIDENTIAL INFORMAT1ON. All confidential information and
trade secrets, including but not limited to, names and lists of clientele or
licensees, software, specifications, suppliers, operations or technical
manuals, and all information, files and records referring to, or relating
thereto, however maintained are valuable, special ,and unique assets of the
Company and the sole and exclusive property of the Company. Any of the
projects in which the Contractor works on, on behalf of the Company, become
and are the sole property of the Company.
6. COVENANT NOT TO COMPETE. Upon termination of the
Contractor's services, the Contractor, any of it's officers or directors, or
any individual associated with the Contractor shall not, for a period of one
(1) year, either directly or indirectly, enter into or engage in the business
of software, systems administration, security, or website development
specifically designed for use in Internet gaming.
7. FURTHER DUTIES OF THE CONTRACTOR. The Contractor guarantees
to have a qualified person, acceptable to the Company, available at the
Company's place of business no less than 40 hours a week. The Contractor
should be aware that duties associated with this Agreement may involve travel
from the Company's place of business to various locations throughout the
world.
8. DUTIES AFTER TERMINATION OF AGREEMENT. The Contractor
further agrees that upon termination of this Agreement, Contractor will
immediately surrender to the company all samples, licensee contact
information, price lists, brochures, supplier, books and records, documents,
operations or technical manuals, software (either developed or under
development) of or in connection with the Company's licensees or business,
passwords, codes, security technical information and protocols and all other
in the Contractor's possession which belongs to the Company, it being
distinctly understood that all of such items, including all software which is
or was developed by the Contractor is the property of the Company.
9. SERVABILITY. The invalidity or unenforceability of any
provision in this Agreement shall in no way affect the validity or
enforceability of any other provision.
10. BENEFIT. This Agreement shall insure to the benefit of and
be binding upon the Company, its successors and assigns, and the Contractor
and its heirs, executors, administrators and legal representatives.
11. SITUS. This Agreement shall be construed and governed in
accordance with the laws of the province of British Columbia.
12. PRIOR AGREEMENTS. This Agreement supersedes any prior
written or verbal agreements.
13. ARBITRATION. Any controversy relating to this Agreement or
the interpretation thereof shall be settled by arbitration in the city of
Vancouver, B.C., pursuant to the rules then in place for the province of
British Columbia.
14. ADDRESS. The address's for each party to receive any
formal notice or notice's from the other party are as follows:
COMPANY CONTRACTOR
iCrystal Inc. XXXXXXX SLAMKO
0000 - Xxxx Xxxxxx Xxx ----------------------
Xxxxx 000 X 12480 OCEAN TIDE COURT
Surrey, BC V4P 187 ----------------------
XXXXXX XX X0X 0X0
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
COMPANY
/S/ XXXXX XXXXXXXXXX /S/ XXXXX XXXXX
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WITNESS
CONTRACTOR
/S/ XXXXX XXXXXXXXXX /S/ D. J. SLAMKO
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WITNESS
