Exhibit 10.2
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is made as of and effective
this 1st day of June, 1999, by and between KNIGHT FINANCIAL LTD., a Delaware
Corporation ("Consultant") and SILVERWING SYSTEMS CORPORATION ("Company") a
Nevada Corporation.
Now, therefore, Consultant and Company agree as follows:
1. Engagement
Company hereby engages Consultant, and Consultant accepts engagement, to provide
to Company the following services (the "Services"):
a) preparation, supervision, coordination and filing of all reports
required for a public company including but not limited to preparation
of Form 10-SB, Share Offering Documents, Form 8-K, form 10-KSB, Form
1O-QSB, Stock Option Plans and Proxy Statements and any and all other
required securities regulatory documents, forms, instructions or
filings;
b) preparation, supervision, coordination and filing of all documents,
forms, reports and returns required to be filed by or on behalf of the
Company and its officers, directors and shareholders to satisfy all
applicable securities laws and regulations, including, without
limitation, preparation and issue of news releases, public disclosure
statements and documents on a timely basis;
c) advise, coordinate and supervise all administrative aspects of
operating a public company including corporate and securities
compliance matters;
d) preparation and filing of all reporting forms and xxxxxxx xxxxxxx
reports, registrations, disclosures and notifications with all
appropriate exchanges and commissions;
e) supervising, coordinating and ensuring that all corporate and
securities reporting requirements are satisfied;
f) preparation, supervision, coordinating, filing and distribution of all
reports and circulars to shareholders and annual reports and
preparation of all meeting materials - annual, extraordinary and
special;
preparation and filing of all forms and documents necessary to comply with
proxy rules;
preparation of all directors resolutions and minutes of meetings of
directors;
preparation of any prospectuses or offering memoranda or similar documents;
j) preparation of management reports;
k) coordinate and supervise bookkeeping for the Company and the
preparation of unaudited financial statements and all financial
reporting;
l) prepare, coordinate, supervise and file all documents necessary to
apply for and obtain listing for the Company on the NQB Pink Sheets
and the listing of the Company on the NASD OTC Bulletin Board pursuant
to the U.S. Securities and Exchange Act of 1934, as amended;
m) monitor and supervise obtaining and compiling of all relevant
information and preparing and filing timely reports. Consultant shall
where necessary seek the advice or assistance of legal counsel or the
Company's auditors.
2. Consultant's Covenant and Undertaking
Consultant covenants and agrees to prepare and file all documents, forms,
instruments and filings necessary to comply with all laws and regulations and
policies governing securities and corporate matters as are applicable to the
Company.
It is acknowledged that Consultant is not qualified to render an opinion as to
the legality of the documents produced. Where necessary, Company will obtain
independent legal advice in relation to the Services it is required to provide
hereunder.
3. Consultant's Employees
Consultant covenants and agrees to engage or employ one or more individuals who
have the skills, knowledge, qualifications and experience to provide the
Services. Consultant represents and warrants that Xxxxxx Xxxxxx is such an
individual and that he will be one of the individuals providing the Services on
behalf of the Consultant to the Company.
4. Term
Consultant shall provide the Services to the Company pursuant to this Agreement
for a term commencing on the date of the closing of that certain Plan and
Agreement of Reorganization among the Company, Advertain On-Line Canada Inc. and
A Cage and ending on December 31, 1999. Company will have the option to extend
the term of the agreement for an additional six months under the same terms and
conditions as set forth herein.
5. Place of Work
Consultant shall render the Services primarily at Consultant's offices, but
will, upon request, provide the Services at the Company's offices or such other
place or places as may be reasonably requested by Company and as is appropriate
or necessary for the performance of the particular Services.
6. Time
Consultant's daily schedule and hours worked under this Agreement on a given day
shall generally be subject to Consultant's discretion. Company relies upon
Consultant to devote sufficient time as is reasonably necessary to fulfill the
spirit, intent and purpose of this Agreement and the Services required of the
Consultant.
7. Payment
Company shall pay Consultant the amount of Three Thousand (USD$3,000) United
States Dollars per month for the Services performed pursuant to this Agreement
Consultant shall bear all of Consultant's expenses incurred in the performance
of this Agreement and the Company shall have no liability therefor.
8. Covenant Not To Compete
During the term of this Agreement and for a period of two (2) years thereafter,
Consultant shall not, directly or indirectly, either for his own account, or as
a partner, shareholder, officer, director, employee, agent or otherwise, own,
manage, operate, control, be employed by, participate in, consult with, perform
services for, or otherwise be connected with any business the same as or similar
to the business conducted by Company. In the event any of the provisions of this
Section 8 are determined to be invalid by reason of their scope or duration,
this Section 8 shall be deemed modified to the extent required to cure the
invalidity. In the event of a breach, or a threatened breach, of this Section 8,
the Company shall be entitled to obtain an injunction restraining the
commitments or continuance of the breach, as well as any other legal or
equitable remedies permitted by law.
9. Confidentiality
During the term of this Agreement, and thereafter for a period of two (2) years,
Consultant shall not, without the prior written consent of the Company, disclose
to anyone any Confidential Information. "Confidential Information" for the
purposes of this Agreement shall include Company's proprietary and confidential
information such as, but not limited to, customer lists, business plans,
marketing plans, financial information, designs, drawings, specifications,
models, software, source codes and object codes. Confidential Information shall
not include any information that:
a) is disclosed by Company without restriction; and
b) becomes publicly available through no act of Consultant.
10. Termination
A. This Agreement may be terminated by Company as follows:
i) if Consultant is unable to provide the Services by reason by temporary
or permanent illness, disability, incapacity or death of Xxxxxx Xxxxxx
or for any other reason whatsoever;
ii) breach or default of any obligation of Consultant pursuant to Section
8. Covenant Not To Compete, or Section 9, Confidentiality, of this
Agreement; or
iii) breach or default by Consultant of any other obligation or covenant in
this Agreement, which breach or default is not cured within five (5)
days of written notice from Company.
B. Consultant may terminate this Agreement as follows:
i) breach or default of any material obligation of the Company, which
breach or default is not cured within five (5) days of written notice
from Consultant; or
ii) if Company files for protection under the federal bankruptcy laws, or
any bankruptcy petition or petition for receiver is commenced by a
third party against Company, any of the foregoing of which remains
undismissed for a period of sixty (60) days.
11. Independent Contractor
Consultant is and throughout this Agreement shall be independent contractor and
not an employee, partner or agent of Company. Consultant shall not be entitled
to nor receive any benefit normally provided to Company's employees such as, but
not limited to, vacation payment, retirement, health care benefits or sick pay.
Company shall not be responsible for withholding income, other taxes or
statutory deductions from the payment made to Consultant. Consultant shall be
solely responsible for filing all returns and paying any income, social security
or other tax levied upon or determined with respect to the payments made to
Consultant pursuant to this Agreement. Consultant shall indemnify Company in the
event that Company is liable for any taxes, statutory deductions, interest,
fines or penalties for failure to withhold taxes or statutory deductions.
12. Tools and Supplies
Unless otherwise agreed to by Company in advance, Consultant shall be solely
responsible for procuring, paying for and maintaining any computer equipment,
software, paper, tools or supplies necessary or appropriate for the performance
of Consultant's services hereunder.
13. Indemnity
Consultant covenants and agrees to indemnify and save harmless the Company from
any and all liabilities, losses, claims, costs or expenses arising from the
breach or default of any obligation or covenant of Consultant pursuant to this
Agreement.
14. Applicable Law
This Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada.
15. Headings
The headings in this Agreement are inserted for convenience only and shall not
be used to define, limit or describe the scope of this Agreement or any of the
obligations herein.
16. Final Agreement
This Agreement constitutes the final undertaking and agreement between the
parties with respect to the subject matter hereof and supersedes all prior
negotiations, understandings and agreements between the parties, whether written
or oral. This Agreement may be amended, supplemented or changed only by an
agreement in writing signed by both of the parties.
17. Notices
Any notice required to be given or otherwise given pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by certified mail,
return receipt requested or sent by recognized overnight courier service as
follows:
If to Consultant:
Knight Financial Ltd.
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX. 98225
Attention: Mr. Xxxxxx Xxxxxx
If to Company:
Silverwing Systems Corporation
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxx, XX. 98225
Attention: Mr. A Cage
And to:
Xxxx, Bird
0000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Attention: Xx. Xxxxxxxxx X. Xxxxx And to:
Silverwing Systems Corporation
do Advertain On-Line Canada Inc.
0xx Xxxxx, 000 Xxxxx Xxxxxx
Xxxxxxxxx, X.X.
X0X 0X0
Attention: Mr. A Cage
18 Severability
If any term of this Agreement is held by a court of competent jurisdiction to be
invalid or unenforceable, then this Agreement, including all of the remaining
terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the
date first above written.
KNIGHT FINANCIAL LTD.
By: /s/ Xxxxxx Xxxxxx
------------------------
Xxxxxx Xxxxxx, President
SILVERWING SYSTEMS CORPORATION
By: /s/ A Cage
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Authorized Signatory
