EXHIBIT 10.7
SERVICE AGREEMENT
THIS AGREEMENT dated for reference the 1st day of March, 1999.
BETWEEN:
Xxxxx Cove Consulting Ltd., a body corporate incorporated under
The laws of the Province of British Columbia
("OCCL.")
OF THE FIRST PART
AND:
Sportsprize Entertainment Inc.,
A body corporate incorporated under the laws of the
State of Nevada, U.S.A.
("SEI")
OF THE SECOND PART
WHEREAS:
X. Xxxxxx Cove ("Xxxxxx") is an employee of Xxxxx Cove Consulting Ltd.
B. SEI wishes to obtain from OCCL. and OCCL. has agreed to provide to SEI, the
services of Xxxxxx to serve as an officer of SEI and perform the duties of the
office of Vice President Technical Operations of SEI, on the terms and subject
to the conditions set out herein.
NOW, THEREFORE, THIS AGREEMENT WITNESSES that the parties mutually agree as
follows:
1. Engagement: SEI engages OCCL., and OCCL. agrees, to provide the services of
Xxxxxx to SEI to serve as an officer of SEI and perform the duties of the
office of Vice-President Technical Operations of SEI described in
subsection 3(a), on the terms and subject to the conditions set out herein.
2. Term: The term ("Term") of the engagement ("Engagement") pursuant to
section 1 will be deemed to have commenced on the date of execution and
will end on the first anniversary, unless terminated pursuant to this
Agreement.
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3. Duties and Obligations of Xxxxxx: During the Term, OCCL. will:
(a) Make Xxxxxx available for election to the office of Vice-President of
technical Operations of SEI as from time to time determined by the
Board of Directors (the "Board") of SEI, including, without
limitation, performance of each of the following duties:
(i) Acting as, and accepting the appointment to the office of
Vice president of Technical Operations.
(ii) Recommending methods and models of execution of product
development plans.
(iii) Responsibility for management of overall product delivery
(iv) Designing and implementing procedures for product
development, including software and graphics design, web
site and Internet functions in relation to product delivery.
(v) Assuming responsibility for direction of the software
writers, engineers and designers, ensuring schedule
requirements quality controls.
(vi) Undertaking strategic planing including the use case models,
identification of technical, resource and budgetary
constraints.
(vii) Monitoring and evaluating the product design and systems
support for operations.
(viii) Maintaining liaison with key personnel such as software
writers, engineers, systems support teams and customers.
(ix) Participating in corporate strategies
(x) Assisting the President and otherwise acting in accordance
with his instructions.
(b) Be liable to comply with the withholding and other requirements of the
Income Tax Act and any other applicable legislation in respect of any
remuneration paid by OCCL to Xxxxxx.
4. Performance: OCCL. and Xxxxxx will perform their duties hereunder as
follows:
(a) Subject to ill health of Xxxxxx, OCCL. will provide the services of
Xxxxxx to SEI during each day that is a business day in the Term.
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(b) OCCL. will cause Xxxxxx to devote at least Half all of his time and
energy during normal business hours on each business day during the
Term to performing the duties described in subsection 3(a) to the best
of his skill and ability.
(c) Notwithstanding subsections (a) and (b), OCCL. will not be required to
provide the services of Xxxxxx to SEI on statutory holidays and at
such times and during such periods, being not less than two weeks in
the aggregate in respect of each year of the Term, as the parties may
reasonably agree in respect of vacation for Xxxxxx
5. Remuneration: In consideration of the services to be provided by OCCL.
hereunder, SEI will:
(a) pay OCCL. US$ 2000 (or such other amount as the parties may agree in
writing) per calendar month during the Term on the last day of each
month or, if such days are not business days, on the first prior day
that is a business day;
(1) Once Xxxxxx becomes a full time employee of SEI, OCCL. shall
receive from SEI USD $5,000 per Month. Further, once the company
achieves an income revenue that is at least equal to the
companies operating costs, then the parties will renegotiate
Xxxxxx'x monthly remuneration to a rate considered at par to
industry standards.
(2) Issue OCCL 25,000 common class A voting shares as a signing bonus
upon the execution of this Agreement,
(3) Issue OCCL 125,000 Common Shares but to be held in escrow only to
be released to Xxxxxx on the performance of the following;
i. One half (62,500) on July 1.1999.
ii. One half (62,500) on the first anniversary of this Agreement
(b) Reimburse OCCL. or Xxxxxx, as the case may be, for all reasonable
expenses incurred by OCCL. and Xxxxxx in the performance of the duties
described in subsection 3(a) and OCCL. and Xxxxxx, as the case may be,
will provide to SEI such particulars of such expenses as SEI may
reasonably require;
(c) Grant OCCL stock options in accordance with the rules and regulations
of applicable regulatory authorities. The minimum number of options to
be issued per year will be 100,000 at a price no less than $0.50 per
share, and subject to the appropriate regulatory bodies.
6. Termination: The following will govern termination under this Agreement:
(a) If Xxxxxx agrees to become a full-time employee of SEI, OCCL. may
deliver to SEI a notice to terminate the Engagement on a day not less
than 30 days after the day of such delivery and the Engagement will
terminate at the expiration of such 30-day period, provided that
Xxxxxx will then be deemed to replace and to substitute for OCCL. for
all purposes of this Agreement and the provisions of this
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Agreement will be construed mutatis mutandis with respect to such
replacement and substitution.
(b) if Xxxxxx wishes to terminate his employment or this agreement he
shall give the company thirty days notice, and will not receive any
further stock incentives thereafter.
(c) SEI may terminate the Engagement without notice and without any
payment in lieu of notice if:
(i) OCCL. Or Xxxxxx is guilty of any wilful act, neglect, or conduct
that causes substantial damage or discredit to SEI, or
(ii) OCCL. Or Xxxxxx is convicted of any offense involving fraud.
(d) SEI may terminate the Engagement on notice given not less than one-
(1) months prior to the effective date of termination. Upon such
termination, OCCL. will be paid a severance allowance as follows:
One months income.
(e) In the event that Xxxxxx becomes permanently disabled prior to
termination of the Engagement hereunder, SEI may terminate the
Engagement in which case the provisions of subsection 6(a) will apply.
7. Disclosure: Xxxxxx will refrain from making public or disclosing to any
person who is not an officer or direction of SEI any information that may
come to the knowledge of Xxxxxx during the Term respecting the business
dealings of SEI or any of the clients of SEI.
8. 1. Indemnity: OCCL. will indemnify and save harmless SEI from and against
any and all damages or losses resulting from:
(a) Any breach of this Agreement on the part of OCCL., or
(b) Any act or omission of OCCL. where such constitutes gross negligence
or wilful misconduct, but no act of Xxxxxx will, of itself, be deemed
gross negligence or wilful misconduct if it is done or omitted at the
instruction or with the concurrence of the Board.
2. SEI shall execute an Indemnification Agreement in favour of Xxxxxx
acting out his duties as an executive Officer of the Company.
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9. Assignment: Xxxxxx may not assign all or any part of its interest in this
Agreement or delegate the performance of Xxxxxx'x duties hereunder to any
other person without the written consent of SEI.
10. Miscellaneous:
(a) Each party will, on the request of the other, execute and deliver such
other agreements, deeds, documents, and instruments, and do such
further acts and things as the other may reasonably request in order
to evidence, carry out and give full force and effect to the terms,
conditions, intent and meaning of this Agreement.
(b) If any provision of this Agreement is invalid or unenforceable for any
reason whatsoever, such provision will be severable from the remainder
of this Agreement, the validity of the remainder will continue in full
force and effect and this Agreement will be construed as if it had
been executed without the invalid or unenforceable provision.
(c) No consent or waiver express or implied, by either party to or of any
breach by the other party in the performance by the other of any or
all of its obligations under this Agreement:
(i) Will be valid unless it is in writing and specifically stated to
be a consent or waiver pursuant to this subsection,
(ii) May be relied on by the other as a consent or waiver to or of any
other breach or default of the same or any other obligation,
(iii)Will constitute a general consent or waiver under this
Agreement, or
(iv) Will eliminate or modify the need for a specific consent or
waiver pursuant to this subsection in any other instance.
(d) Notices, requests, demands, or directions to one party to this
Agreement by another will be in writing and will be delivered as
follows:
If to Sportsprize at:
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If to OCCL. at:
000 Xxxxxx Xxxx.
Xxxxx Xxxxxxxxx, XX
X0X 0X0
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Attention: Xxxxxx Cove.
Or to such other address as may be specified by one party to the other
in a notice given in the manner provided in this subsection.
(e) This Agreement is made in British Columbia with the intention that its
construction and validity and all other issues related to its
administration will, in all respects, be governed by the laws
prevailing in that Province.
(f) In the event of any dispute between the parties in respect of the
interpretation of this Agreement or any matter to be agreed on, such
dispute will be determined by a single arbitrator appointed and acting
pursuant to the Commercial Arbitration Act (British Columbia) and the
decision of the arbitrator will be final and binding on the parties.
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(g) This Agreement constitutes the entire agreement between the parties
and there are no representations or warranties, express or implied,
statutory or otherwise, and no agreement collateral hereto other than
as expressly set forth or referred to herein.
IN WITNESS WHEREOF the parties hereto have executed this Agreement on the
day first above written.
Sportsprize Entertainment Inc.
By it's authorized signatory:
/s/ Xxxx Xxxxxx
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Xxxx Xxxxxx
Xxxxx Cove Consulting Ltd.
By it's authorized signatory:
/s/ Xxxxxx Cove
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Xxxxxx Cove
