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EXHIBIT 10.1.2
THIS AGREEMENT made the ___ day of July, 1998.
B E T W E E N:
XXXXXX XXXX, of Xxxxxxxx, in the State of California,
(hereinafter referred to as "Xxxxxx Xxxx")
OF THE FIRST PART;
- and -
JAW TECHNOLOGIES INC. a corporation incorporated pursuant to
the laws of the State of Nevada,
(hereinafter referred to as the "Corporation")
OF THE SECOND PART.
AND WHEREAS the Corporation wishes to retain the services of
Xxxxxx Xxxx to provide Services to the Corporation, as and when requested by the
Directors of the Corporation;
NOW THEREFORE THIS AGREEMENT WITNESSETH THAT in consideration of
the mutual covenants and conditions hereinafter contained, the parties agree as
follows:
ARTICLE 1.00 - APPOINTMENT AND TERM
1.1 Appointment. The Corporation hereby retains Xxxxxx Xxxx to act as a director
of the Corporation effective July 21,1998. The Corporation will make press
releases and other appropriate announcements upon this appointment. This
appointment are subject to approval by the shareholders of the Corporation.
Xxxxxx Xxxx agrees to perform the duties and exercise such powers consistent
with his position and such additional powers as may from time to time be
assigned or vested in his by the by-laws of the Corporation or by the
resolutions of the Board of Directors of the Corporation. In particular, Xxxxxx
Xxxx shall, without limiting the foregoing:
(a) provide advice with respect to the targeting and structuring of
acquisitions of other businesses by the Corporation;
(b) assist in the development of the profile of the Corporation with the
general public and with the financial community; and
(c) introduce the Corporation and its executive officers to contacts of
Xxxxxx Xxxx who would be of assistance to the Corporation in obtaining
funds for proposed acquisitions as well as the day to day financing
requirements of the Corporation;
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all such duties being hereinafter referred to as the "Services". Xxxxxx Xxxx
agrees that he shall perform the Services faithfully and to the best of his
abilities. While the role of external director is not a full-time position,
Xxxxxx Xxxx agrees to devote such time and attention as is reasonably necessary
for the fulfilment of the Services and is consistent with standards for external
directors.
1.2 Term. Xxxxxx Xxxx is retained hereunder for a term commencing on the date
hereof and continuing for eighteen (18) months (the "Term") unless earlier
terminated in accordance with the terms hereof.
ARTICLE 2.00 - COMPENSATION
2.1 Initial Compensation. As initial compensation for the Services performed
pursuant to this Agreement, the Corporation shall pay to Xxxxxx Xxxx a fee of
stock or cash equal to $60,000.00 within twelve (12) months of execution of this
agreement. Xxxxxx Xxxx shall also be compensated as a director of the
Corporation in the same manner as other members of the Board of Directors in
performing their roles as directors of the Corporation. Xxxxxx Xxxx shall also
be entitled to be reimbursed for his reasonable expenses incurred while
performing the Services on behalf of the Corporation including entertainment,
meals, travel and accommodation expenses, outside of Calgary.
ARTICLE 3.00 - TERMINATION
3.1 Termination by Corporation. This Agreement may only be terminated by the
Corporation for cause prior to the expiration of the Term if Xxxxxx Xxxx is in
default in the performance of the Services and such default continues for a
period of thirty (30) days after notice thereof or upon the death or disability
of Xxxxxx Xxxx. Disability shall occur if Xxxxxx Xxxx is unable to attend to his
duties due to medical reasons for a continuous period of 30 days during the
Term.
3.2 Termination by Xxxxxx Xxxx. This Agreement may only be terminated by Xxxxxx
Xxxx, by resignation, prior to the expiration of the Term if the Corporation is
in default in the performance of any of its covenants, obligations or agreements
herein contained and such default shall continue for a period of thirty (30)
days following notice thereof.
3.3 Termination by Mutual Agreement. It is acknowledged that this Agreement may
be terminated at any time upon the mutual agreement of the parties hereto.
ARTICLE 4.00 - STOCK OPTION
4.1 The Corporation hereby grants to Xxxxxx Xxxx options to purchase a total of
200,000 shares of the Corporation at a strike price of $0.48 per share until
August 1, 2000. Option A is for 50,000 shares and vests immediately upon
execution of this agreement. Option B is for 150,000 shares and vests one year
after the execution of this agreement.
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ARTICLE 5.00 - CONFIDENTIALITY AND NON-DISCLOSURE
5.1 In this Article, the following words have the following meanings:
(a) "Business Secrets" means confidential or sensitive business information,
including without limitation, data, business strategies, plans, contracts,
financial records and budgets, marketing techniques, pricing policies, costing
information, and information relating to or pertaining to targeted acquisitions
of the Corporation;
(b) "Contractors" of the Corporation means customers, suppliers, partners,
co-venturers and other contractors of the Corporation and also includes
potential customers of the Corporation in respect of whom access to Business
Secrets has been obtained for the purpose of evaluating proposed projects or for
submitting of tenders, bids or proposals.
(c) "Corporation", in this Article 5.00 only, shall mean the Corporation and any
and all affiliated or related corporations.
(c) "Documentation" means all materials constituting or containing Technology or
Business Secrets, including electronic storage media.
(d) "Technology" means all computer program, protocols, product technical
specifications including installation, performance and maintenance
specifications, patents, designs, drawings, manuals and generally all knowledge,
know-how, expertise and information of a technical nature, whether or not
protected under patent, design, copyright or other intellectual property laws,
and includes any and all future changes, modifications, additions, improvements
and enhancements thereof.
5.2 Xxxxxx Xxxx will not divulge Technology or Business Secrets belonging to the
Corporation or Contractors of the Corporation to any persons whatsoever, other
than to:
(a) employees of Corporation;
(b) persons to whom Xxxxxx Xxxx is authorized and directed to release
such Technology or Business Secrets, and only then to the extent
of such authorization.
5.3 Xxxxxx Xxxx shall always:
(a) exercise reasonable care and diligence to protect the
confidentiality and integrity of Technology or Business Secrets
belonging to the Corporation or its Contractors; and
(b) strictly adhere to all policies, procedures and directions of the
Corporation relating to the protection and custody of Technology
and Business Secrets of the Corporation or its Contractors.
5.4 All Technology and Business Secrets belonging to the Corporation will be
assumed by Xxxxxx Xxxx to be confidential.
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5.5 Xxxxxx Xxxx will only use Technology and Business Secrets belonging to the
Corporation in performance of his duties hereunder and for no other use
whatsoever.
5.6 The obligation of confidentiality in this Article shall apply unless Xxxxxx
Xxxx can establish that he reasonably believed that such Technology or Business
Secrets were generally known in the industry.
5.7 Upon any termination of this agreement for any reason, Xxxxxx Xxxx shall
forthwith return to the Corporation all Documentation relating to the Technology
and Business Secrets of either the Corporation or its Contractors, and if any
such information is electronically copied and stored by Xxxxxx Xxxx, upon
request he shall destroy such electronically stored copies.
5.8 The obligations of Xxxxxx Xxxx set out in this Article shall continue in
full force and effect after termination of this agreement regardless of the
reason or cause of such termination.
5.9 Xxxxxx Xxxx agrees that he will not, during the term hereof and for a period
of two years following termination of this agreement, be a party to or abet any
solicitation of customers, clients or Contractors of the Corporation, to
transfer business from the Corporation to any other person, or seek in any way
to persuade or entice any employee, officer or director of the Corporation to
leave their office or employment or to be a party to or abet such action.
ARTICLE 6.00 - GENERAL PROVISIONS
6.1 Notices. All notices, requests, demands or other communications required or
desired to be given or made by one party to another shall be given in writing by
personal delivery or prepaid registered mail or by facsimile transmission or
other means of instantaneous transmission in regular commercial usage at such
time, verified by a transmission report, as follows:
to the Corporation: JAWS Technologies Inc.
Xxxxx 000, 000 - 0 Xxxxxx XX
Xxxxxxx, Xxxxxxx
X0X 0X0
to Xxxxxx Xxxx of Xxxxxxxx, California
or at such other address as may be given by any of them to the others. Any
notice or other communication so given or made shall be conclusively deemed to
have been given and received when delivered personally, if delivered personally,
provided that if it is delivered on a day which is not a Business Day then the
notice or communication shall be deemed to have been given and received on the
next business day following such date, or on the fifth (5th) business day
following the date of mailing, if mailed by prepaid registered mail, except in
the event of disruption of mail services in which event any notice shall be
delivered personally.
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6.2 Time of the Essence. Time is of the essence of this Agreement and every part
of this Agreement and no extension or variation of this Agreement shall operate
as a waiver of this provision.
6.3 Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the Province of Alberta, and the laws of Canada
applicable therein, and the parties hereto attorn to the non-exclusive
jurisdiction of the courts of such Province.
6.4 Entire Agreement: This Agreement and the terms hereof constitute the entire
agreement between the parties hereto with respect to all of the matters herein
and its execution has not been induced by, nor do any of the parties hereto rely
upon or regard as material, any representations or writings not incorporated
herein and made a part hereof and this Agreement shall not be amended or altered
or qualified except by memorandum in writing signed by both of the parties.
6.5 Severability. If any of the provisions contained in this Agreement are, for
any reason, held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision or provisions had never been contained in
this Agreement unless the deletion of such provision or provisions would result
in such a material change as to cause the completion of the transactions
contemplated in this Agreement to be unreasonable.
6.6 Further Assurances. The parties covenant and agree to execute such further
and other documents and undertake such other actions as may be reasonably
required to give effect to the terms and intent of the transactions contemplated
in this Agreement.
6.7 Enurement. The provisions hereof, where the context permits, shall enure to
the benefit of and be binding upon the heirs, executors, administrators or other
legal representatives of Xxxxxx Xxxx and the successors and assigns of the
Corporation. With respect to Xxxxxx Xxxx, this Agreement, being personal, may
not be assigned.
6.8 Time Periods. When calculating the period of time within which or following
which any act is to be done or step taken pursuant to this Agreement, the date
which is the reference day in calculating such period shall be excluded.
6.9 Extended Meanings. In this Agreement, where the context requires, the
singular number includes the plural and vice versa, the masculine gender
includes the feminine and neuter genders and vice versa and the word person is
not limited to an individual but includes any entity recognized by law.
6.10 Entire Agreement. This Agreement constitutes the entire agreement among the
parties pertaining to the subject matter of this Agreement and supersedes all
prior agreements, understandings, negotiations and discussions, whether oral or
written, of the parties, and there are no warranties, representations or other
agreements between the parties in connection with the subject matter of this
Agreement except as specifically set out in this Agreement. No supplement,
modification, waiver or termination of this Agreement shall be binding, unless
executed in writing by the party or parties to be bound thereby.
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6.11 Headings. All headings are included solely for convenience of reference and
are not intended to be full or accurate descriptions of the contents thereof.
6.12 Recitals. Each of the parties acknowledges that the recitals of this
Agreement, so far as they relate to such party, are true and correct in
substance and in fact.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the date first above written.
JAWS TECHNOLOGIES INC.
Per:
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Xxxxxx Xxxxxxxxx
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Xxxxxxx Xxxxx
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WITNESS Xxxxxx Xxxx
