Contract
 |
Illuminated Technologies Inc |
xxxx://XxxxxxxxxxxXxxxxxxxxxxx.xxx xxxx@XxxxxxxxxxxXxxxxxxxxxxx.xxx T: 000 000 0000 F: 000 000 0000 |
Focus: [Consulting / Development Agreement]
Consulting / Development Agreement
Monday 11 April 2005
Mobile Gaming Now Inc. / Ignition Technologies Inc.
Mobile Gaming Now
Dear Mobile Gaming Now Inc. / Ignition Technologies Inc.
Re: Consulting / Development Agreement
Mobile Gaming Now Inc. / Ignition Technologies Inc. ("CLIENT") agrees to contract Illuminated Technologies Inc. ("LUMATECH") for software development, maintenance, technical, and research and development services.
CLIENT and XXXXXXXX agree as follows:
| 1. |
The term of this agreement will be from May 1st, 2005 to December 31st, 2006. | |
| 2. |
CLIENT will liaise directly with Xxxx Xxxxxx (Account Representative) for the Contract duration. | |
| 3. |
LUMATECH will provide consulting services to CLIENT on an as needed and best effort basis within the scope of this engagement. | |
| 4. |
XXXXXXXX will perform Project Director, IT Management and Software Development duties while contracted by CLIENT. | |
| 5. |
XXXXXXXX and CLIENT will meet physically at the LUMATECH office each Wednesday of every week at 11AM PST to discuss CLIENT objectives and the statement of work for this contract. | |
| 6. |
LUMATECH will provide a FULL backup of CLIENT systems every Thursday on CD to CLIENT. | |
| 7. |
LUMATECH will focus on CLIENT business objectives using a detailed statement of work for every initiative. LUMATECH will only work on approved line items and to the number of hours authorized by the CLIENT for each line item. | |
| 8. |
CLIENT will provide payments according to Table A to this agreement. All payments are due upon receipt of Invoice. All late payments are subject to penalties outlined in Table A. | |
| 9. |
CLIENT and LUMATECH understand termination of this agreement requires written notification with a minimum of 45 days in advance of the proposed termination date. CLIENT agrees to forfeit 100% of the retainer value in the event of termination without providing the minimum written notification. |
Page 1 of 4
Consulting / Development Agreement
between Mobile Gaming
Now Inc. / Ignition Technologies Inc. and Illuminated Technologies Inc.
|
Illuminated Technologies Inc |
xxxx://XxxxxxxxxxxXxxxxxxxxxxx.xxx xxxx@XxxxxxxxxxxXxxxxxxxxxxx.xxx T: 000 000 0000 F: 000 000 0000 |
| 10. |
For the term of this agreement, LUMATECH will provide telephone, and email communication to CLIENT during Normal business hours. Normal business hours are eight hours behind Greenwich Mean Time (GMT- 8:00). Monday - Friday 8:00hrs to 18:00hrs. This is agreed to by all parties. | |
| 11. |
LUMATECH and CLIENT understand the major CLIENT initiatives include but are not limited to: |
| a. |
Mobile Poker Game Client Software | |
| b. |
Mobile Poker Game Server Software | |
| c. |
Online Poker Game Client Software | |
| d. |
Mobile Poker Gaming Platform Software | |
| e. |
Mobile Gateway Server Platform | |
| f. |
Online Poker Training Client Software |
| 12. |
For the term of this agreement, LUMATECH will provide business, technical, research and development services, including but not limited to the following: |
| a. |
Maintenance of Production Systems | |
| b. |
Maintenance of Staging Systems | |
| c. |
Maintenance of Development Systems | |
| d. |
Maintenance of Databases used in Production, Staging, and Development | |
| e. |
Technology research, generally in the areas of wireless technology and specific to mobile communication technologies. | |
| f. |
General Software Development Consulting | |
| g. |
General Project Management and Direction Consulting |
| 13. |
CLIENT and LUMATECH understand that the software created for CLIENT by XXXXXXXX detailed inside the statement of work has been created on a work for hire basis, and therefore is the property of CLIENT upon successful completion of this contract. All systems and software directly and purposefully designed and constructed for CLIENT by LUMATECH under the terms of this agreement are the exclusive property of CLIENT. |
| 14. | CLIENT and LUMATECH understand
that any systems and software or intellectual property indirectly designed
or created from the work detailed in this agreement will remain the exclusive
property of LUMATECH Knowledge, not Intellectual Property, gained through
the use of commercial technologies or technologies created by LUMATECH
to advance the business operations of CLIENT will remain the full intellectual
property of LUMATECH. |
|
| 15. |
All proprietary knowledge of CLIENT will be held in the strictest confidence by XXXXXXXX, and will not be made available to any third party without the express permission of CLIENT. |
(End of agreement clauses)
Page 2 of 4
Consulting / Development Agreement
between Mobile Gaming
Now Inc. / Ignition Technologies Inc. and Illuminated Technologies Inc.
|
Illuminated Technologies Inc |
xxxx://XxxxxxxxxxxXxxxxxxxxxxx.xxx xxxx@XxxxxxxxxxxXxxxxxxxxxxx.xxx T: 000 000 0000 F: 000 000 0000 |
Table A - Payment Dates and Coverage Periods
LUMATECH will provide a detailed statement of work to illustrate the work being completed on a per calendar month basis. All work will be completed on a project by project basis according to a statement of work authorized by the CLIENT. XXXXXXXX will only work on projects with an approved statement of work.
Any late payments (those exceeding 14 days from invoice) to LUMATECH from CLIENT will be subject to a 2% monthly interest penalty.
Wire Transfer Instructions
US DOLLAR Incoming Transfer
| Correspondent Bank: | Bank of America, New York | ||||
| N.Y., USA | |||||
| ABA 000000000 | CDN DOLLAR and FOREIGN CURRENCY (other than USF) | ||||
| SWIFT: BOFAUS3N | |||||
| Beneficiary Bank: | TD Canada Trust | ||||
| Beneficiary Bank: | TD Canada Trust | 0000 Xxxxxxxx Xxxxxx | |||
| 0000 Xxxxxxxx Xxxxxx | Xxxxxxxxx, XX | ||||
| Vancouver, BC | Canada | ||||
| Canada | SWIFT: TDOMCATTOR | ||||
| SWIFT: XXXXXXXXXXX | |||||
| Beneficiary: | Illuminated Technologies Inc. | ||||
| Beneficiary: | Illuminated Technologies Inc. | 0000 - 000 Xxxxxxxxx Xxxxxx | |||
| 0000 - 000 Xxxxxxxxx Xxxxxx | Xxxxxxxxx, XX, Xxxxxx | ||||
| Vancouver, BC, Canada | Branch #: 02160 | ||||
| Branch #: 02160 | Institution#: 004 | ||||
| Institution#: 004 | Account #: 0000000 | ||||
| Account #: 0000000 | |||||
Standard Rates of Illuminated Technologies Inc.:
- Standard Technical Services = 100 CAD
- Advanced Technical Services = 175 CAD
- Expert Technical Services = 350 CAD
Discount Rates available to CLIENT during this agreement for work outside the base statement of work:
- Standard Technical Services = 75 CAD (US Pricing is subject to exchange rate at time of invoice)
- Advanced Technical Services = 131.25 CAD (US Pricing is subject to exchange rate at time of invoice)
- Expert Technical Services = 262.50 CAD (US Pricing is subject to exchange rate at time of invoice)
Page 3 of 4
Consulting / Development Agreement
between Mobile Gaming
Now Inc. / Ignition Technologies Inc. and Illuminated Technologies Inc.
|
Illuminated Technologies Inc |
xxxx://XxxxxxxxxxxXxxxxxxxxxxx.xxx xxxx@XxxxxxxxxxxXxxxxxxxxxxx.xxx T: 000 000 0000 F: 000 000 0000 |
If you accept the terms of this Consulting / Development Agreement, please indicate by signing in the space designated below.
Agreed at Seattle, WA, USA, this 1st day of May, 2005
Mobile Gaming Now Inc. / Ignition Technologies Inc.
/s/ Xxxxxx X. Xxxxxxx
by: Mobile Gaming Now Inc. / Ignition Technologies Inc.
Name of Authorized Signatory: Mobile Gaming Now Inc. / Ignition Technologies Inc.
Mobile Gaming Now Inc. / Ignition Technologies Inc.
Mobile
Gaming Now
Agreed at Vancouver, BC, Canada this Monday 11 April 2005
Illuminated Technologies Inc.
/s/ Xxxx X Xxxxxx
by: Xxxx X Xxxxxx, President
Illuminated Technologies Inc.
UNITED KINGDOM BLDG.
0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx XX
X0X 0X0
Telephone: (604)
488 - 0226
Facsimile: (000) 000-0000
Page 4 of 4
Consulting / Development Agreement
between Mobile Gaming
Now Inc. / Ignition Technologies Inc. and Illuminated Technologies Inc.
