EXHIBIT 10.5
Services Agreement
SERVICES AGREEMENT
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BETWEEN:
GSI TECHNOLOGIES USA INC., a publicly traded corporation registered under
Delaware State Law, specializing in Digital Media Logistics and having its
principal business place at 000 Xx-Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx,
Xxxxxx, X0X 0X0.
HEREAFTER KNOWN AS GSI
AND:
LTS NETWORKS INC., a corporation duly incorporated according to law, having a
place of business at 0000, Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxx, Xxxxxx, X0X
0X0.
HEREAFTER KNOWN AS LTS
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WHEREAS, GSI needs specialized employees in various positions,
WHEREAS, LTS agrees to provide staff services to GSI,
BOTH PARTIES AGREE ON THE FOLLOWING:
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1. SERVICES:
As of July 1st, 2003, LTS will provide specialized staff and personnel to GSI
for the following positions:
- Product Development
- Sales
- Marketing
- Business Development
- Investor Relations
- Operations
- Administration
- Secretarial
- Receptionist
2. PAYMENT:
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LTS will invoice GSI on a monthly basis at cost plus 5%.
3. TERMINATION:
If GSI wishes to cancel any or all of the staff position, or the present
agreement, GSI will give a 30-days notice, in writing, to LTS. Upon any such a
notice, LTS will not have any recourse, of any kind, against GSI except than
recourse on outstanding invoices.
4. TERM:
This agreement is valid for 12 months period ending June 30th, 2004, subject to
clause no. 3.
5. CONFIDENTIALITY
LTS undertakes to have all specialized staff and personnel providing services to
GSI USA and all other LTS employees and Directors, sign appropriate Non
Disclosure, Non Competition and Confidentiality Agreements supplied by GSI
within the next 30 days.
This agreement is governed under the laws of Quebec.
BOTH PARTIES DECLARE THAT THEY HAVE READ AND AGREED ON ALL THE ABOVE MENTIONED
ITEMS.
Signed in Montreal, this 30th day of June 2003.
By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxx
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Xxxx Xxxxxxx Xxxxx El-Ahmar Eid
LTS Networks Inc. Secretary of the Board
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