EXHIBIT 10.10
SERVICE CONTRACT
THIS AGREEMENT made as of the 1st day of JULY, 1999, by and between
iCrystal Inc., a software development company incorporated under the laws of
the state of Delaware (hereinafter called the "Company") and 4250 Investments
Ltd., A computer services company of the city of Mission, in the province of
BC, (hereinafter called the "Contractor").
WITNESSETH
WHEREAS, the Contractor is about to be or is engaged by the Company and
has or will thereby become acquainted with the Company's business, records, and
other confidential information; and
WHEREAS, the Company is engaged in the business of software and website
development; and
WHEREAS, the parties hereto acknowledge that the goodwill of the Company
and the contained patronage of its customers and a list of names, addresses, and
phone numbers of its customers or potential customers or leads constitutes a
principal asset of the Company, the same being acquired through its efforts and
the expenditure of time and money; and
WHEREAS, each of the Contractors or associates of the Company hold a
position of trust and confidence and are in large measure enabled by such
association to become acquainted with the many customers, contacts and
associates of the Company, their names, addresses, phone numbers, and, with
other of the Company's business, security, and confidential matters; and
WHEREAS, the parties hereto acknowledge the necessity of restrictive
covenants and non-solicitation covenants of the Contractor herein set forth, and
for the reasonable and proper protection of the goodwill of the Company's
business, and that the same constitutes a material portion of the consideration
of engagement.
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NOW THEREFORE, in consideration of the premises and of the mutual promises
and covenants herein contained, the parties hereto agree as follows:
1. DUTIES - The Company or its affiliates or subsidiaries engages the
Contractor as a THE SOFTWARE DEVELOPMENT MANAGER. Contractor's
responsibilities, duty and authority shall be those commonly associated with
such position including, but not limited to, the following duties;
* Develop corporate and Licensee Websites.
* Responsible for the creative
* Overseeing and administrating the Company's Metro Bingo software
development project and graphic design of the Company.
* Operate within the budget approved by the Company.
* Reporting directly to the president of the Company
2. COMPENSATION - Beginning on the 1st day of July, 1999, the Company
shall pay, and the Contractor agrees to accept as compensation for the services
to be rendered herein, the sum of $4000.00 US per month. During the continuation
of this Agreement, the contractor's compensation shall be open for review every
3 months whereupon the Contractor's compensation may increase depending upon the
performance of the Company.
3. FURTHER OBLIGATIONS OF CONTRACTOR - The Contractor agrees as follows:
(a) To exercise and carry out all rules, regulations, duties and
policies of the Company, and observe all such directions and
restrictions as the Company may, from time to time, impose upon
the Contractor.
(b) During the term of this Agreement, not to engage in any
business, calling, or enterprise which is or may be competitive
or contrary to the welfare, interest or benefit of the business
of the Company.
(c) During the term of this Agreement, to provide the services of
Fabrice L'Heureux on a full time basis to carry out the
obligations of the Contractor. If Fabrice L'Heureux is unable to
perform the obligations contained herein, then the Contractor
will supply a substitute individual it being understood by both
parties that the Company, after reviewing the substitute
individual's resume, will have the right to terminate this
Agreement if it determines that, in its sole discretion, the
substitute individual does not have the same skills or
qualifications as that of Fabrice L'Heureux.
4. TERM - The services shall begin on July 1, 1999 and shall continue at
will until terminated by either party giving notice. Either party may terminate
this Agreement upon fourteen (14) days prior written notice to the other. The
Company reserves the right to terminate this Agreement at any time during the
first six (6) months or at any other time for cause.
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5. CONFIDENTIAL INFORMATION - All confidential information and trade
secrets, including but not limited to, names and lists of clientele or
licensees, software, specifications, suppliers, operations or technical manuals,
and all information, files and records referring to, or relating thereto,
however maintained are valuable, special, and unique assets of the Company and
the sole and exclusive property of the Company. Any of the projects in which the
Contractor works on, on behalf of the Company, become and are the sole property
of the Company
6. COVENANT NOT TO COMPETE - Upon termination of the Contractor's
services, the Contractor, any of it's officers of directors, or any individual
associated with the Contractor shall not, for a period of one (1) year, either
directly or indirectly, enter into or engage in the business of software,
systems administration, security, or website development specifically designed
for use in Internet gaming.
7. FURTHER DUTIES OF THE CONTRACTOR - The Contractor guarantees to have a
qualified person, acceptable to the Company, available at the Company's place of
business no less than 40 hours a week. The Contractor should be aware that
duties associated with this Agreement may involve travel from the Company's
place of business to various locations throughout the world.
8. DUTIES AFTER TERMINATION OF AGREEMENT - The Contractor further agrees
that upon termination of this Agreement, Contractor will immediately surrender
to the company all samples, licensee contact information, price lists,
brochures, supplier, books and records, documents, operations or technical
manuals, software (either developed or under development) of or in connection
with the Company's licensees or business, passwords, codes, security technical
information and protocols and all other in the Contractor's possession which
belongs to the Company, it being distinctly understood that all of such items,
including all software which is or was developed by the Contractor is the
property of the Company.
9. SERVABILITY - The invalidity or unenforceability of any provision in
this Agreement shall in no way affect the validity or enforceability of any
other provision.
10. BENEFIT - This Agreement shall insure to the benefit of and be binding
upon the Company, its successors and assigns, and the Contractor and its heirs,
executors, administrators and legal representatives.
11. SITUS - This Agreement shall be construed and governed in accordance
with the laws of the province of British Columbia.
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12. PRIOR AGREEMENTS - This Agreement supersedes any prior written or verbal
agreements.
13. ARBITRATION - Any controversy relating to this Agreement or the
interpretation thereof shall be settled by arbitration in the city of Vancouver,
B.C., pursuant to the rules then in place for the province of British Columbia.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written above.
COMPANY
/S/ X. XXXXXX By: /S/ L. SLAMKO
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WITNESS
CONTRACTOR
/S/ X. XXXXXX By: /S/ FABRICE L'HEUREUX
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WITNESS
