THIS CONTRACT SERVICES AGREEMENT MADE AS OF JANUARY 2, 2000
BETWEEN:
TITAN TRADING ANALYTICS INC., a company
duly incorporated under the laws of the
Province of British Columbia, and
having an office at 000 Xxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as "Titan")
AND:
XXXXXXX XXXXXXXX AND ASSOCIATES,
professional software developers,
having an office at 0000 Xxxxxxx Xxxxx,
Xxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(hereinafter referred to as "Gossland")
WITNESSES THAT WHEREAS:
A. Titan is and has been engaged in the development of
artificial intelligence ("AI") technologies, research,
development, marketing and sale of financial software, the
development of AI based financial trading systems, and
proposes to develop an AI based wireless financial
messaging service;
X. Xxxxxxxx has experience in software design and
engineering, financial trading software system research and
development, computer systems configuration and
maintenance, technical trouble shooting, software
technology security, and matters related to the foregoing
(the "Services"), and has since September 1, 1994 been
providing the Services to Titan as an independent
contractor; and
C. the parties consider that it would be in their mutual
best interests to amend the date of existing contract and
amend the Fee payable pursuant to clause 2.1 in the January
2, 1998 agreement, in accordance with a directors'
resolution dated December 23, 1999,
the parties hereto, in consideration of the premises and
the mutual covenants and agreements contained herein and
other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as
follows:
1. Engagement
Titan hereby confirms the engagement of Gossland to
perform, and Gossland agrees to continue to perform the
Services on and subject to the terms of this Agreement for
not fewer than 160 nor more than 200 hours (or such greater
or lesser number of hours as the parties may from time to
time agree upon in writing) in each calendar month.
2. Payment for the Services and reimbursement of expenses
2.1 Titan hereby agrees:
2.1.1 to pay Gossland monthly for the
Services monthly at a rate, being not less than
$10,000, to be agreed upon between the parties
from time to time (the "Fee"); and
2.1.2 to pay Gossland annually, upon his
request, a bonus (the "Bonus") of $7,200.
Titan agrees to reimburse Gossland for vehicle mileage
expenses at a rate to be agreed from time to time, and also
agrees to reimburse Gossland for all reasonable expenses
incurred in travel, administration, promotion and all other
out of pocket expenses actually and reasonably incurred by
Gossland in connection with the business of Titan and in
performing the Services.
3. Gossland to be an independent contractor
Notwithstanding any other provision of this Agreement, it
is understood and agreed between the parties and it is a
condition of this Agreement, that Gossland is an
independent contractor and not subject except as
hereinafter provided, to the direction or control of any
other person in performing the Services, nor is he an
employee by virtue of any provision hereof, or his
position as an officer of Titan. In performing the
Services, Gossland shall at all times, but subject to (a)
the business plan of Titan, as from time to time approved
by its board of directors, (b) any resolutions of the board
of directors from time to time, and (c) any legal,
governmental or regulatory requirements or conditions, take
such steps as in his good faith business judgment shall be
necessary or appropriate.
4. Term and renewal
Subject to the termination provisions of paragraph 7
hereof, the term of this Agreement shall be for a period of
three years from the date of this Agreement (the "Initial
Term"), and unless terminated, shall be renewed by the
parties from time to time for further periods (a "Renewal
Term") of two years.
5. Right of Gossland to enter into other contracts for
services
Nothing in this Agreement shall restrict the right of
Gossland to perform services for others, provided that such
others are not engaged in a business which is competitive
or in conflict with the business of Titan, and provided
further that the performance of such services does not, in
the opinion of the board of directors of Titan acting
reasonably, interfere with the performance of the Services.
6. Confidentiality and non-disclosure
Gossland agrees that all proprietary information relating
to Titan's technology, business and affairs ("Proprietary
Information") is and shall be kept confidential, and will
not be disclosed to any person other than a person employed
by or performing services for Titan and who has a need to
know such Proprietary Information, except with the prior
consent in writing of the President of Titan.
7. Termination
7.1 Titan may at any time and for any reason terminate
this Agreement upon 30 days written notice to
Gossland, and such termination shall be effective 30
days following the delivery of such notice to
Gossland.
7.2 If Titan terminates this Agreement for any reason
other than the commission by Gossland of a material
and substantial breach of his obligation to perform
the Services as provided in this Agreement, Titan
shall forthwith pay Gossland, in a lump sum:
7.2.1 an amount equal to 12 times the Fee,
plus any Bonus to which Gossland is entitled
pursuant to section 2.1.2 hereof, if
termination occurs during the Initial Term;
7.2.2 an amount to be negotiated between the
parties, but not less than the amount
payable under section 7.2.1 hereof, if
termination occurs during any Renewal Term
or if Titan fails to renew this Agreement.
7.3 If Titan gives notice of termination of this Agreement
to Gossland by reason of a material and substantial
breach of his obligation to perform the Services, the
notice shall specify and Gossland shall have 30 days
from delivery of the notice to him to cure, the
breach, and upon such breach being cured
notwithstanding section 7.1, the notice of termination
shall thereupon cease to be effective.
7.4 Gossland may terminate this Agreement at any time upon
120 days written notice to Titan.
8. Payment of GST
All amounts payable by Titan to Gossland for the Services
shall be exclusive of any Goods and Services Tax (GST) or
other governmental taxes or levies payable in respect of
the Fee and Titan shall, in addition to the Fee, pay to
Gossland all amounts of GST or other governmental taxes or
levies imposed on Gossland with respect to the Fee, and
agrees to indemnify him and save him harmless in respect of
any such imposition resulting from any failure by Gossland
to collect, or by Titan to make payment of any amount
properly chargeable to it on account thereof.
9. Severability
If any provision of this Agreement is found to be void,
invalid, illegal or unenforceable by a court of competent
jurisdiction, such finding will not affect any other
provision of this Agreement, which will continue to be in
full force and effect.
10. Assignment
This agreement may not be assigned by either party without
the prior written consent of the other, which consent may
not be unreasonably witheld.
11. Arbitration of disputes
11.1 Except as provided in section 11.2, all differences or
disputes arising out of or in connection with this
agreement, including any difference or dispute with respect
to the amount of the Fee, or in respect of any defined
legal relationship associated herewith or derived herefrom
shall be referred to and finally resolved by arbitration
under the rules for the conduct of domestic commercial
arbitrations under the British Columbia International
Commercial Arbitration Centre. The appointing authority
shall be the British Columbia International Commercial
Arbitration Centre. The case shall be administered by the
British Columbia International Commercial Arbitration
Centre in accordance with its Procedures for Cases under
the BCICAC Rules". The place of arbitration shall be
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxx.
11.2 The provisions of section 11.1 do not apply to the
obligations of Titan under section 7.2 hereof.
12 Enurement
This Agreement shall enure to the benefit of and shall bind
the parties and their respective heirs, executors,
administrators, successors and permitted assigns.
13. Governing law
This Agreement shall be interpreted in accordance with the
laws of the Province of British Columbia
The parties, intending to be bound, have executed this
Agreement as of the date first above written.
TITAN TRADING ANALYTICS INC.
Per: /s/ Xxxxxxx Xxxxxx
______________________
Authorized signatory
XXXXXXX XXXXXXXX AND ASSOCIATES
Per: /s/ Xxxxxxx Xxxxxxxx
______________________
Authorized signatory
Office/contract/gossland3.doc
