EXHIBIT 10.15
Contract for Services
THIS AGREEMENT IS DATED FOR REFERENCE THE FIRST 1st DAY OF APRIL, 1996.
BETWEEN: Digital Data Networks, Inc., a Washington state
corporation, located at 0000 Xxxxx Xxx., Xxxxx 000, Xxxxxx
Xxxxx 00000 (hereinafter called the "Company"),
AND: PVC Investments Ltd., a company incorporated under the
Company Act of British Columbia, residing at 0000 Xxxxxxxx
Xxxxx, Xxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx (hereinafter
called the "Contractor").
WHEREAS the Company wishes to retain the services of the Contractor and utilize
the same in the conduct of its business and the Contractor wishes to accept such
engagement:
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the covenants
and agreements hereinafter contained (the receipt and sufficiency of which is
hereby acknowledged by the parties) the parties hereto covenant and agree, each
with the other, as follows:
1. APPOINTMENT:
1.1 The Company retains the Contractor to perform the tasks (the "Services")
as set out in Appendix "A" attached hereto.
1.2 The term of this agreement shall commence on the 1st day of April, 1996
and terminate 24 months from this date.
1.3 The Contractor agrees to conscientiously and diligently perform the
contractual obligations in accordance with the terms of this agreement
in a proper workmanlike manner.
1.4 The Contractor will report progress on a monthly basis to the
representative designated by the Company.
2. PAYMENT:
2.1 In consideration of the services performed by the Contractor, the
Company shall pay to the Contractor a sum no greater than $219,000
(Canadian) for the completion of Appendix "A" over the 24 month period.
This amount shall be payable pro-rata by monthly installments upon
receipt of invoices from the Contractor. The pro-rata monthly
installments will be $7,500 (Canadian) for the first 6 months, $9,000
(Canadian) for the next 6 months and $10,000 (Canadian) for the next 12
months.
2.2 As further consideration of the services performed by the Contractor,
the Company shall issue to the Contractor 10,000 shares of the Company's
Common Stock. The shares represented by the stock certificate shall bear
a restrictive legend commencing with the date of issuance and thereafter
may only be sold in compliance with the U.S. Securities Act of 1933.
3. DISBURSEMENTS:
3.1 During the term of this agreement, the Company shall pay the Contractor
all reasonable and proper disbursements, including travel, entertainment
and miscellaneous disbursements, incurred in the provision of the
Services, providing that the Contractor submits to the Company on the
first working day of each month a written statement of disbursements and
such other documentation as it is required under the Company's internal
policy guidelines set by its Board of Directors, and providing that the
Company's representative, or his nominee, approves payment of the said
by disbursements.
4. TERMINATION:
4.1 The Company may terminate this agreement only under the following
conditions:
a) Because of the Contractor's fraud, misappropriation,
embezzlement, misconduct or the like.
b) Because the Contractor violates any provision of this
agreement.
4.2 Notwithstanding any other provisions herein, this Agreement shall
automatically terminate and become null and void upon incapacity of the
Contractor to perform services as an independent contractor on behalf of
the Company, or upon the Company being wound up, or ceasing its
operation.
5. INDEPENDENT CONTRACTOR:
5.1 It is expressly agreed by the parties hereto that the Contractor is an
independent contractor and not the servant, employee or agent of the
Company, and all rights and obligations of the parties hereto are based
upon the Contractor's status as an independent contractor. The
Contractor will pay any and all taxes, Canada Pension Plan, premiums or
contributions, and any other statutory payments or assessments that are
payable by virtue of the Contractor's engagement hereunder.
5.2 The Contractor shall have no authority to bind, obligate or incur any
liability on behalf of the Company in any way and, without limitation,
shall not enter into any contract that commits the Company in any way
whatsoever other than as shall be expressly permitted by the Company in
writing.
6. CONFLICT OF INTEREST:
6.1 The Contractor agrees during the term of this Agreement not to perform a
service for or provide advice to any person, firm or corporation where
the performance of the service or the provision of the advice may or
does, in a reasonable opinion of the Company, give rise to conflict of
interest. The Contractor further agrees to keep the Company informed at
all times of any activity that could in any way be constructed as a
potential conflict of interest.
7. CONFIDENTIALITY:
7.1 The Contractor will treat as confidential and will not, without the
prior written consent of the Company, publish, release or disclose or
permit to be published, released or disclosed, either before or after
the expiration or termination of the Agreement, any confidential
information supplied to, obtained by, or which comes to the knowledge of
the Contractor as a result of this Agreement
8. MISCELLANEOUS:
8.1 This Agreement may be modified by mutual consent.
8.2 This Agreement shall be constructed under and governed by the laws of
the Province of British Columbia.
8.3 This Agreement shall supersede any previous arrangements of any kind
between the parties, which agreements are hereby terminated.
In witness whereof, each of the parties hereto has signed this agreement or
caused this agreement to be signed in its corporate name by its officer
thereunto duly authorized, as of this 1st day of April 1996.
Digital Data Networks, Inc.
By: /s/ Xxxxxx X. Xxxxx
---------------------
Xxxxxx X. Xxxxx, President and CEO
PVC Investments Ltd.
By: /s/ Xxxxx X. Xxxxxxx
----------------------
Xxxxx X. Xxxxxxx, Director
Appendix "A"
Services:
Create a strategic business plan for Xxx.Xxx Communications, Inc.
("Xxx.Xxx") and execute the plan
Direct the activities of Xxx.Xxx on a daily basis
Identify and actively pursue potential acquisitions for the Company
Assist the President of the Company in appropriate activities
