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CONSULTING AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT made effective the list day of August, 1997.
Between:
Sysgold Inc.
000, 000 - 0xx Xxxxxx XX
Xxxxxxx
XX, X0X 0X0
(hereinafter called the Client)
and
S.l. Systems Ltd.
0000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, XX
X0X 0X0
(hereinafter called the Consultant)
WHEREAS the Client wishes to retain the Consultants representative, Xxxx
Xxxxxxxxx for Services;
AND WHEREAS the Client and the Consultant wish to identify their respective
responsibilities and to provide for confidentiality of any information relating
to this Agreement.
NOW THEREFORE the parties agree as follows:
1 The Consultant will provide the hourly consulting Services, hereinafter called
the Services, to the Client at a rate of $65 per hour.
2 The Consultant will provide the professional Services as required and directed
by the Client. The Services shall be performed at the venue directed by the
Client.
3 The Consultants representative will work to the reasonable office hours
dictated by the Client.
4 (a) Any and all designs, design concepts and improvements thereto which
the Consultant may conceive as a direct result of his/her work for the Client,
including all print copies, originals, and demo copies shall be the property of
the Client and shall not be expressed in any form to any other party without the
express written consent of the Client.
(b) Immediately upon completion of the Services, the Consultant shall
deliver to the Client at the aforementioned address all originals and copies of
any documentation relating to the Services and any other confidential
information.
5 (a) The Consultant shall at all times, both during and after the term of
this Agreement, ensure that it and any of its associates, servants, or employees
maintain in confidence and not to disclose or permit disclosure of any
Confidential Information to any entity or utilize any Confidential Information,
except as may be required to perform the Services under this Agreement.
(b) For the purposes of this Agreement, Confidential Information shall
include all information (whether or not reduced to writing) received or acquired
by the Consultant during the course of or incidental to the performance of the
Services and which in any way concern or is related to the property, business,
undertaking or affairs of the Client, including without limitation the
following:
(i) all Client documentation
(ii) all Client proprietary application knowledge
with the exception only of information which is public or becomes
public information through no action of the Consultant and information which is
received from another entity lawfully in possession of the information and under
no obligation to keep the information confidential.
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6 The Client agrees not to directly or indirectly solicit the Services of the
Consultants representative for a period of six months from the termination of
this contract. It is the Clients responsibility to monitor the activities, hours
and value of Services provided by the Consultants representative.
7 This Agreement shall constitute a periodic consultancy commencing August 1,
1997 and shall terminate the Services September 15, 1997. The Client may
terminate the Services of this contract with a two (2) day written notice to
S.l. Systems Ltd.
DATED at Calgary, Alberta, this 13th day August, 1997.
Per:
SysGold Inc.
Per:
S.I. Systems Ltd.
