SERVICES AGREEMENT
THIS AGREEMENT effective as of December 31, 1999, by and between:
XXXXXXXX.XXX TECHNOLOGIES INC., a company incorporated under the laws of British
Columbia, carrying on business at Xxxxx 000, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX,
X0X 0X0, ("Kazootek"); and
XXXXXXXX.XXX CORPORATION, a company incorporated under the laws of the State of
Florida, with its head office at Oficentro Sabana Sur, Edificio 7, 5 Piso, San
Xxxx, Costa
Rica, ("Cyberoad")
NATURE OF AGREEMENT
WHEREAS
A. Cyberoad, a technology, software development and internet gaming
company, has expressed a desire to retain Kazootek for the purposes of providing
certain services described herein, and including but not limited to software
development and marketing, web development, network systems administration,
human resources administration, consulting, corporate finance and securities
administration.
B. Kazootek, a high-tech services provision company, has expressed a
desire to provide to Cyberoad certain services, including but not limited to,
and as contemplated above.
NOW THEREFORE this Agreement witnesses that in consideration of the mutual
terms, covenants and provisions herein contained, the parties hereto agree as
follows:
1. SERVICES
Subject to the terms, covenants and provisions contained herein, Kazootek hereby
agrees to provide to Cyberoad, and to its subsidiaries, in whole or in part,
joint venture partners, merchants and clients, as Cyberoad so shall request in
writing, from time to time, those services specified above and described more
fully in Schedule "A" attached hereto, (the "Services").
2. FEES & PAYMENT TERMS
The service fees and payment terms shall be those outlined, but not limited to,
those in Schedule "B" attached hereto. These fees are subject to being adjusted
throughout the normal course of business, and Kazootek agrees herein that
Cyberoad and its clients will always receive the lowest preferred rate offered.
3. TERMS OF AGREEMENT
A) This Agreement is effective as of the date first written above,
for a period of 1 year, unless earlier terminated in accordance with the terms
of this Agreement.
B) This Agreement shall be automatically renewed for successive
renewal periods of one year each, on each anniversary of the effective date of
this Agreement. The terms of this Agreement shall remain in full force and
effect as long as it is renewed annually. All provisions of this Agreement shall
apply both for the initial one-year term of this Agreement and for all
subsequent extensions.
C) Both parties hereto may terminate this Agreement after
providing 30 days written notice or for breach of any of the terms contained
herein.
4. GENERAL
A) Independent Contractor. It is expressly agreed that Kazootek is
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acting as an independent contractor in performing its services hereunder. No act
of the parties hereto shall be construed as creating or establishing a
partnership, joint venture or association of any type between them. Neither
party hereto, not their respective directors, officers, employees, consultants
or agents shall hold themselves out as such of the other party.
B) Entire Agreement. Except as specifically provided for herein,
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this Agreement contains the entire and only Agreement and understanding between
the parties, relating to this specific subject matter, and supercedes all
proposals, written or oral, and all other communications between the parties
hereto. This Agreement may not be modified except in writing, signed by both
parties hereto.
C) Notice Any notice required herein shall be deemed to have been
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properly given 48 hours after being sent to the address of record for the other
party, by fax, email. mail or commercial courier service. The addresses for such
notice shall be:
Xxxxxxxx.xxx Technologies Inc.
Xxxxx 000, 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, XX, X0X 0X0
Xxxxxxxx.xxx Corporation
Officiator Xxxxxx Xxx
Xxxxxxxx 0. 0 Xxxx
Xxx Xxxx, Xxxxx Xxxx
D) Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of British Columbia.
E) Enurement. This Agreement shall be binding upon and enure to the
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benefit of the parties hereto and their respective successors and assigns.
F) The Agreement is not assignable by either party, without the
written consent of the other party, which consent shall not be unreasonably
withheld.
G) Survivability. In the event that any provision of this Agreement
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proves to be invalid, void or illegal, That provision shall be deemed to be
severed from this Agreement, and shall in no way affect, impair or Invalidate
any other provision or the Agreement as a whole. All other provisions contained
herein will remain in full force and effect.
EXECUTION IN COUNTERPART
This instrument may be signed in counterpart, in as many counterparts as may be
necessary, and each instrument shall bear the date first written above, and
shall be deemed to be an original, forming one and the some instrument.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be executed
personally or by their duly authorized officers as of the day and year first
written above.
XXXXXXXX.XXX TECHNOLOGIES INC. XXXXXXXX.XXX CORPORATION
/s/ Xxxx Xxxx /s/ Xxxx Xxxxxx
Xxxx Xxxx, Xxxx Xxxxxx
President President
SCHEDULE "A"
The services as described in the Agreement contained herein, shall include, but
not be limited to the following:
Software Development
Web Development
Network Systems Administration
Human Resources
Accounting
Corporate Finance & Securities Administration
Consulting
Office Space
Web Marketing
Web Communications
Technology Development & Management
Payment for the services provided for by Kazootek shall constitute, but not be
limited to, the above, and may include a nominal fee of all costs plus 10% Cdn.
These costs will be paid annually and may be revised and agreed to by the
parties under separate arrangement, if consented to by the parties in writing.
