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EXHIBIT 12
WELCOMETO SEARCH ENGINE, INC.
000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
January 21, 1999
Xxx Xxxxxxx
0-0000 Xxxx 00xx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Dear Xxx Xxxxxxx,
Re: YOUR AGREEMENT TO PROVIDE SERVICES TO WELCOME TO SEARCH ENGINE, INC.
The purpose of this letter is to confirm our understanding on the terms of your
agreement to provides services to WelcomeTo Search Engine, Inc. (the
"WelcomeTo"). We agree that, as between you and WelcomeTo, the following terms
apply.
1. Independent Contractor Relationship
1.1 We are pleased to confirm that your relationship with WelcomeTo will be
on the basis of you being engaged as an arm's length independent contractor
providing management services to WelcomeTo. We expect you will devote the whole
of your occupational energies toward the business of WelcomeTo.
1.2 Your engagement will commence on the date that this agreement is
executed.
1.3 You will be solely responsible for deducting and remitting all
withholding taxes, income taxes, Canada Pension Plan deductions, Employment
Insurance deductions, and all the deductions required by any applicable
statute. Further, you will be solely responsible for and will file all returns
required under all applicable federal and provincial statutes, including but
not limited to the Income Tax Act, the Canada Pension Plan, and the Employment
Insurance Act. You will indemnify WelcomeTo against all claims or assessments
for income tax or other statutory deductions which are made under statutory
authority arising out of your provision of services to WelcomeTo.
2. Compensation
2.1 Your compensation for the services provided pursuant to this agreement
will be $6,000 per month. You authorize WelcomeTo to deduct from any payment
due to you at any time, including any payments with respect to the termination
of this agreement, any amounts owed to you by reason of purchases, advances,
loans or in recompense for damage to or loss of
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WelcomeTo's property. Your compensation will be reviewed each time WelcomeTo
obtains a new financing.
2.2 Benefit levels and compensation will be at WelcomeTo's sole discretion
as decided by the from time to time.
3. Your Obligations to WelcomeTo
3.1 You agree that you will comply with WelcomeTo policies as amended from
time to time.
3.2 In the course of your duties, you will obtain knowledge of WelcomeTo
matters which are confidential and are not to be disclosed by you at any time
except with the approval of WelcomeTo. We confirm you are in a fiduciary
relationship with WelcomeTo.
3.3 You acknowledge that, by reason of your agreement to provide services
to WelcomeTo, you will acquire certain skills, knowledge and experience, as
well as contacts with customers of WelcomeTo and other employees of WelcomeTo
who are engaged in the business of WelcomeTo. As a consequence, you agree that,
during the performance of the services that are the subject to this agreement,
you will not, for any reason, either directly or indirectly, either as an
individual or as a partner or joint venturer or as an employee, principal,
consultant, agent, shareholder, officer, director or representative for any
person, association, organization, or in any manner:
(a) solicit, service, obtain, or accept orders for products or
services competitive with those of WelcomeTo from any of WelcomeTo's actual or
prospective customers; or
(b) commence, engage in, or participate in any business
competitive win Mat of WelcomeTo within the geographic area in which WelcomeTo
does business; or
(c) solicit, divert, take away, interfere with, or attempt to
induce any employee or agent of WelcomeTo to leave his/her employ or other
relationship with WelcomeTo in order to participate in any business competitive
with WelcomeTo; or
(d) take any steps or make any plans whatsoever to commence or
join any person or entity concerned with or engaged or interested in a business
which is the same as, or competitive with, the business of WelcomeTo.
3.4 You acknowledge and agree that without prejudice to any and all other
rights of WelcomeTo, in the event of your violation of any of the covenants
contained in this agreement, an injunction or other like remedy, including an
interim injunction, will be the only effective remedy to protect WelcomeTo's
rights and property.
4 Termination for Cause
4.1 Your relationship with WelcomeTo may be terminated by WelcomeTo at any
time for legal cause without notice or payment in lieu of notice.
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5. Termination Without Came
5.1 At any time, WelcomeTo may terminate your employment without cause by
providing notice to you. In the event this agreement is terminated by WelcomeTo
on or before January 21, 2000 through WelcomeTo providing you written notice of
termination without cause, WelcomeTo is required to pay you $500,000. In the
event you are terminated by WelcomeTo providing you written notice of
termination without cause, WelcomeTo will pay you $12,000 for each month
remaining in the term of this agreement at the time of termination.
6. Termination by You
6.1 You may terminate this agreement by providing WelcomeTo with 3 months
notice. WelcomeTo may elect to waive the requirement that you provide notice,
in which case the agreement would end forthwith.
7. Term of This Relationship
7.1 The term of this agreement will be a two-year duration commencing on
the date that this agreement is executed. WelcomeTo may, in its sole
discretion, renew this agreement for successive terms of a duration decided by
WelcomeTo by providing written notice to you. Absent agreement or notice to you
regarding renewal or nonrenewal, this agreement will be deemed to be renewed
immediately prior to its expiration for a one-year term.
7.2 While it is the hope of WelcomeTo that you continue in a long term
relationship, your commencement of this relationship should not be construed as
any guarantee or promise of continued relationship with WelcomeTo.
8. General
8.1 In the event that any provision of this agreement is declared to be
void or invalid by a court of competent jurisdiction or any other adjudicative
body whatsoever the remaining provisions or parts of the agreement remain in
full force and effect.
8.2 This agreement is governed by and is to be construed according to the
laws of the Province of British Columbia.
8.3 A waiver expressed or implied by WelcomeTo of any default by you in the
observance or performance of this agreement does not constitute and is not to
be construed as a waiver or condonation of any subsequent or other default.
8.4 No modification of this agreement is valid unless made in writing and
signed by both parties.
8.5 Time is of the essence of this agreement.
We trust the terms of this letter are agreeable to you. We confirm that you
have been provided
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the opportunity to obtain independent legal advice with respect to this
agreement. Please signify your acceptance of these terms by signing below.
Yours very truly,
WELCOMETO SEARCH ENGINE, INC.
Per: /S/ Xxxxx Xxxxxxxx, President
I accept and agree to the terms of this agreement this 21st day of January,
1999.
/S/ Xxx Xxxxxxx
[signature]
Xxx Xxxxxxx
[Print name]
