EXHIBIT 99.3
CONSULTING AGREEMENT
AGREEMENT dated as of May 28, 2004, by and between Electronic Game Card,
Inc., a Nevada corporation (the "COMPANY"), and Llama Securities Limited
("LLAMA"), whose Office is Suite F8 International Commercial Centre, Casemates
Gibraltar Reg. No. 1249186E, with regard to the performance by LLAMA and its
principal, Xxxx X. Xxxxxxx ('XXXXXXX"), of certain consulting services for the
COMPANY. LLAMA and Bentley are sometimes herein referred to, individually and
collectively, as "Consultant".
In consideration of the mutual covenants herein contained and of the
mutual benefits herein provided, the COMPANY and LLAMA agree as follows:
1. REPRESENTATIONS AND WARRANTIES.
(a) NO EXISTING RESTRICTIVE COVENANTS, CONFLICTING AGREEMENTS OR
OBLIGATIONS. LLAMA represents and warrants to the COMPANY, and shall cause
BENTLEY to represent and warrant to the COMPANY, that neither LLAMA or BENTLEY
is not bound by any restrictive covenants or has any prior or other obligations
or commitments of any kind that would in any way prevent, restrict, hinder or
interfere with Consultant's acceptance or continued performance of this
consulting arrangement to the fullest extent of the ability and knowledge of
LLAMA and BENTLEY, respectively. LLAMA further represents and warrants to the
COMPANY, and shall cause BENTLEY to represent and warrant to the COMPANY, that
Consultant has the unlimited legal right to enter into this Consulting Agreement
and to perform in accordance with its terms without violating the rights of
others or any applicable law. LLAMA agrees, and LLAMA covenants to cause BENTLEY
to agree, jointly and severally, to indemnify and hold harmless the COMPANY for
any liability the COMPANY may incur as the result of the breach of these
representations and warranties,
(b) INDEPENDENT CONTRACTORS; NO EMPLOYER-EMPLOYEE RELATIONSHIP.
Nothing contained herein or any document executed in connection herewith shall
be construed to create an employer-employee, partnership or joint venture
relationship between the COMPANY and LLAMA or the COMPANY and BENTLEY. LLAMA and
BENTLEY are independent contractors and not employees of the COMPANY- The
consideration set forth in Section 4 of this Agreement shall be the sole
consideration or benefit due to LLAMA or BENTLEY for the services rendered
hereunder. It is understood that the COMPANY will not withhold any amounts for
payment of taxes from the compensation of LLAMA or BENTLEY hereunder unless and
to the extent that such amounts are properly withheld under applicable law from
payments to independent contractors for services rendered. Consultant will not
be considered an employee of the COMPANY within the meaning or application of
any foreign, federal, state or local laws or regulations. Consultant will not
represent himself/herself to be, or hold himself/herself out as, an employee of
the COMPANY. Any and all sums subject to deductions, if any, required to be
withheld and/or paid under any applicable state, federal or local laws shall be
Consultant's sole responsibility and Consultant shall indemnify and hold COMPANY
harmless from any and all damages, claims and expenses arising out of or
resulting from any
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claims asserted by any taxing authority as a result off or in connection with
said payments. Consultant shall not bind or attempt to bind the COMPANY or incur
any debt, obligation or liability on behalf of the COMPANY. Consultant will make
no representations, warranties or commitments binding or purporting to bind the
COMPANY without the COMPANY's prior written consent.
(c) In the event that any local, state, federal or foreign court,
or any local, state, federal or foreign government agency, division or other
related government entity, shall determine that Consultant (and its agent(s)
and/or employee(s), if any) is considered an employee or common law employee of
the COMPANY, or IF FOR any reasons Consultant (and its agent(s) and/or
employee(s), if any) were to meet the eligibility criteria with respect to any
other compensation or benefit now or hereafter available to COMPANY's employees
or otherwise become eligible to participate therein, Consultant (and its
agent(s) and/or employee(s), if any) waives any right to participate therein,
either retrospectively or prospectively, or receive any benefit thereunder. This
waiver represents a material component of the terms and compensation agreed to
by these parties and is not in any way conditioned on any representation or
assumption concerning status of Consultant (and its agents) and/or employee(s),
if any) with respect to the COMPANY as employee, common law employee,
independent contractor or temporary employee.
2. TERM OF AGREEMENT. The COMPANY will continue to engage LLAMA, and
LLAMA accepts such engagement and agrees to continue in the performance of such
engagement, and to cause BENTLEY to perform duties and responsibilities as
hereinafter described, on the terms and conditions herein contained for a period
(the "Engagement Period") provided in paragraph 5.
3. DUTIES AND FUNCTIONS; PUBLIC AND BANKING HOLIDAYS; ABSENCE FROM
DUTIES FOR OTHER REASONS.
(a) (1) LLAMA shall be responsible for overseeing the management
of the business of the COMPANY, as well as the affiliates of the COMPANY. LLAMA
will perform such other duties inherent in such task as may, from time to time,
by assigned by the COMPANY. For such purposes, LLAMA shall take instructions
from, and shall report to, the Board of Directors of the COMPANY (the "Board")
and such other person or persons as the Board may direct from time to time.
(2) At all times during the performance of services under this
Agreement, LLAMA, and any employees or subcontractors of LLAMA assigned by LLAMA
to perform this Consulting Agreement including, without limitation, BENTLEY,
shall be expected to conduct themselves in a professional manner. Furthermore,
LLAMA agrees, and shall cause each such person to agree in writing prior to
performing this Consulting Agreement, to abide by the rules, regulations,
instructions, personnel practices and policies of the COMPANY notified to LLAMA
and BENTLEY including, without limitation, the COMPANY's rules regarding
workplace safety, discrimination, harassment (including but not limited to
sexual harassment) and workplace violence) and any change thereof which may be
adopted at any time by the
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COMPANY notified to LLAMA and BENTLEY. In this regard, LLAMA and BENTLEY are
hereby given notice that, among other things, the COMPANY's rules require all
employees and consultants to abide by all laws and regulations applicable to the
workplace including, without limitation, all applicable laws and regulations
regarding workplace safety, discrimination, harassment (including but not
limited to sexual harassment and workplace violence) and, in order to protect
the good name of the COMPANY, also require all employees and consultants to
abide by all laws the breach of which would constitute criminal violations. The
COMPANY at all time reserves the right to require that any individual, including
Consultant or any of Consultant's employees (including, without limitation,
BENTLEY) found to have violated any of these policies to be removed from
performing this Consulting Agreement.
(2) LLAMA shall cause BENTLEY to be the principal performing
LLAMA's duties under this Consulting Agreement. In such capacity, BENTLEY shall
agree to serve as Chief Executive Officer and as a Director of the COMPANY.
BENTLEY shall perform such duties in accordance with this Consulting Agreement
as if BENTLEY were LLAMA, and without any additional compensation or benefits,
To the extent, if at all, that the COMPANY requests that BENTLEY perform similar
functions for any subsidiaries of the COMPANY, BENTLEY shall do so without
additional compensation to LLAMA or to BENTLEY. Furthermore, to the extent that
LLAMA (or BENTLEY, acting on behalf of LLAMA) is required to perform such
services after normal business hours or on weekends or holidays, they shall do
so without additional compensation.
(b) During the Engagement Period, neither LLAMA nor BENTLEY will
engage in consulting work or any trade or business for its or his own account or
for or on behalf of any other person, firm or corporation that competes,
conflicts or interferes with the performance of its or his duties hereunder in
any way. It is further understood and agreed that BENTLEY will devote to the
performance of this Consulting Agreement at least the Minimum Hours per Week
specified on the signature page of this Agreement. However, the COMPANY
acknowledges that BENTLEY will take up to Twenty (20) days of paid vacation each
year from his duties for LLAMA (and, consequently, any duties BENTLEY is
performing for the COMPANY pursuant to the engagement of LLAMA by the COMPANY),
and that BENTLEY may also be absent from his duties for LLAMA (and,
consequently, the COMPANY) on such days as are public holidays or banking
holidays in the United Kingdom.
4. COMPENSATION.
(a) BASE CONSULTING FEE: As compensation for Consultant's
services to be performed by BENTLEY pursuant to this Consulting Agreement, the
COMPANY will pay LLAMA during the term of this Agreement, until expiration or
earlier termination of this Agreement, the Base Consulting Fee set forth on the
signature page of this Agreement. Consultant will submit from time to time such
written, signed reports of the time spent performing consulting services as the
COMPANY may reasonably request.
(b) EXPENSES: Additionally, the COMPANY will pay Consultant for
any extraordinary direct expenses incurred specifically in connection with the
consulting work
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performed for the COMPANY PROVIDED, that the Consultant receives advance written
approval for such expenses from the Board of the COMPANY. Consultant shall
submit written documentation and receipts itemizing the dates on which expenses
are incurred. The COMPANY shall pay Consultant the amounts due pursuant to
submitted reports within Fifteen (15) days after a report is received by the
COMPANY including appropriate documentation for properly incurred expenses.
Other than approved direct costs, Consultant shall be solely responsible for all
other costs and expenses undertaken in the performance of this Consulting
Agreement.
5. ENGAGEMENT PERIOD; TERMINATION.
(a) COMMENCEMENT. This Consulting Agreement will be deemed to
have commenced on the Commencement Date set forth on the signature page of this
Agreement (the "Commencement Date"). To the extent that LLAMA, BENTLEY or their
respective affiliates have been paid by the COMPANY or any of its subsidiaries
from that date through May 31, 2004, such amounts will be credited against the
obligations of the COMPANY and the COMPANY shall pay the balance due to LLAMA,
if any, for such period prior to the date upon which this Agreement is executed
and delivered by the parties to this Agreement, without interest, within
Fourteen (14) days of the date upon which this Agreement is executed and
delivered by the parties to this Agreement.
(b) Engagement PERIOD. The Engagement Period shall commence on
the Commencement Date and shall continue thereafter unabated until terminated on
the First (1st) anniversary of the Commencement Date (the "Initial Term"),
unless earlier terminated by either party upon prior written notice to the other
of at least Sixty (60) days. However, on the First (I") anniversary of the
Commencement Date, and on every subsequent annual anniversary, the term of this
Consulting Agreement and the Engagement Period shall be renewed for a term
ending one (1) year subsequent to such date (any such renewal period being
hereinafter referred to as a "Renewal Term"), unless either party has given the
other party written notice at least Sixty (60) days prior to the such
anniversary date or this Agreement is otherwise sooner terminated as provided in
this Agreement,. The Initial Term plus any Renewal Terms shall be included in
the "Engagement Period." Certain covenants set forth in this Agreement, by their
terms, shall survive any expiration or termination.
(c) REVIEW OF BASE CONSULTING FEE. The parties hereto agree to
consider the terms of the base consulting fee set forth in Section 4(a) in
connection with each Renewal Term, although neither party is under any
obligation to agree to change such terms.
6. COMPANY PROPERTY. All programs, files, correspondence, memoranda,
notes, records, reports, documents, software, programs, promotional materials,
and other COMPANY property, including all copies, in whatever media the same may
be prepared or retained, which come into Consultant's possession by, through or
in the course of Consultant's engagement, regardless of the source and whether
created by Consultant, are the sole and exclusive property of the COMPANY.
Consultant agrees and covenants that Consultant shall not remove or copy any
such programs, files, correspondence, memoranda, notes, records, reports,
documents,
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software, programs, promotional materials, and other COMPANY property, including
all copies, in whatever media the same may be prepared or retained, or any of
the information contained therein or otherwise pertaining to the business of the
COMPANY without the express written consent of the COMPANY, who in all events
shall be considered to be the owner and possessor of all such property.
Consultant covenants and agrees that Consultant shall in no way utilize any such
information in Consultant's possession for the gain or advantage of Consultant
and/or to the detriment of the COMPANY. Upon termination or lapse of this
Consulting Agreement, or at such earlier date as the COMPANY may request,
Consultant immediately shall deliver to the COMPANY all such programs, files,
correspondence, memoranda, notes, records, reports, documents, software,
programs, promotional materials, and other COMPANY property, including all.
copies, in whatever media the same may be prepared or retained.
7. Non-Competition.
(a) Consultant agrees and acknowledges that, in connection with
Consultant's engagement by the COMPANY pursuant to this Consulting Agreement,
Consultant will be provided with access to and become familiar with confidential
and proprietary information and trade secrets belonging to the COMPANY.
Consultant further acknowledges and agrees that, given the nature of this
information and trade secrets, it is likely that such information and trade
secrets would inevitably be used or revealed, either directly or indirectly, in
any subsequent engagement or employment with a competitor of the COMPANY to
perform any duties or fill any position comparable to those performed for or
filled for the COMPANY under this Agreement. Accordingly, in consideration of
Consultant's engagement by the COMPANY to perform this Consulting Agreement, and
other good and valuable consideration, the receipt and value of which
consideration is hereby acknowledged, Consultant agrees that, while Consultant
is performing this Consulting Agreement and for a period of Six (6) Months after
the termination or lapse of this Consulting Agreement, neither LLAMA nor
BENTLEY, its employee, shall, either on behalf of either of them or on behalf of
any third party, except on behalf of the COMPANY, directly or indirectly;
(1) Other than through LLAMA or BENTLEY's ownership of
stock of the COMPANY, directly or indirectly, own, manage, operate, join,
control, finance or participate in the ownership, management, operation,
control, or financing of, or be connected as a proprietor, partner, stockholder,
officer, director, principal, agent, representative, joint venturer, investor,
lender, consultant or otherwise with, or use or permit LLAMA's or BENTLEY's name
to be used in connection with, any business or enterprise engaged directly or
indirectly in competition with the business conducted by the COMPANY at any time
during such period, and any other business engaged in by the COMPANY that
BENTLEY is or has been directly involved with at any time during the Twelve (12)
month period leading up to the end of the Engagement Period (the "Business"),
PROVIDED, HOWEVER, that the foregoing shall not prevent LLAMA or BENTLEY from
performing services for a competitive business if such competitive business is
also engaged in other lines of business and if LLAMA's and BENTLEY's services
are restricted to employment in such other lines of business. It is recognized
by LLAMA, BENTLEY and the COMPANY that the Business is and is expected to
continue to be conducted throughout the United States and the world, and that
more narrow geographical limitations of
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any nature on this non-competition covenant (and the non-solicitation provisions
set forth in clauses (2) and (3) below) are therefore not appropriate. The
foregoing restriction shall not be construed to prohibit the ownership by
BENTLEY as a passive investment of not more than One percent (1%) percent of any
class of securities of any corporation which is engaged in any of the foregoing
businesses having a class of securities registered pursuant to the Securities
Exchange Act of 1934, as amended (or its equivalent in other countries).
(2) Attempt in any manner to solicit froth a current
client or customer of the COMPANY at the time of the termination of this
Consulting Agreement, business of the type performed by the COMPANY or to
persuade any client of the COMPANY to cease to do business or change the nature
of the business or to reduce the amount of business which any such client has
customarily done or actively contemplates doing with the COMPANY; or
(3) Recruit, solicit or induce, or attempt to induce,
any employee or employees of the COMPANY or its affiliates to terminate their
employment with, or otherwise cease their relationship with the COMPANY or its
affiliates.
(b) The parties agree that the relevant public policy aspects of
covenants not to compete have been discussed, and that every effort has been
made to limit the restrictions placed upon LLAMA and BENTLEY to those that are
reasonable and necessary to protect the COMPANY's legitimate interests. LLAMA
and BENTLEY acknowledge that, based upon BENTLEY's education, experience, and
training, this non-compete provision will not prevent LLAMA or BENTLEY from
earning a livelihood and supporting himself and BENTLEY's family during the
relevant time period.
(c) If any restriction set forth in Section 7 is found by any
court of competent jurisdiction to be unenforceable because it extends for too
long a period of time or over too great a range of activities or geographic
area, it shall be interpreted to extend over the maximum period of time, range
of activities or geographic areas as to which it may be enforceable.
(d) The restrictions contained in Section 7 are necessary for the
protection of the business and goodwill of the COMPANY and/or its affiliates and
are considered by LLAMA and BENTLEY to be reasonable for such purposes. LLAMA
and BENTLEY agree that any material breach of Section 7 will cause the COMPANY
and/or its affiliates substantial and irrevocable damage and therefore, in the
event of any such breach, in addition to such other remedies which may be
available, the COMPANY shall have the right to seek specific performance and
injunctive relief.
(e) The provisions of Section 7 shall survive termination or
expiration of this Agreement.
(f) The existence of a claim, charge, or cause of action by LLAMA
or BENTLEY against the COMPANY shall not constitute a defense to the enforcement
by the COMPANY of the foregoing restrictive covenants, but such claim, charge,
or cause of action shall be litigated separately.
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8. PROTECTION OF CONFIDENTIAL INFORMATION. Consultant agrees that all
information, whether or not in writing, relating to the property, business,
technical or financial affairs of the COMPANY and that is generally understood
in the industry as being confidential and/or proprietary information, including
but not limited to identity of customers, contracts, technical and production
know-how, developments, formulae, devices, inventions, processes, administrative
procedures, test data, source code and financial information, is the exclusive
property of the COMPANY. Consultant agrees to hold in a Fiduciary capacity for
the sole benefit of the COMPANY all secret, confidential or proprietary
information, knowledge, data, or trade secrets ("Confidential Information")
relating to the COMPANY or any of its affiliates or their respective clients,
which Confidential Information shall have been obtained during Consultant's
performance of the engagement pursuant to this Consulting Agreement with the
COMPANY. Consultant agrees that Consultant will not at any time, either during
the Engagement Period of this Agreement or after its termination, disclose to
anyone any Confidential Information, or utilize such Confidential Information
for Consultant's own benefit, or for the benefit of third parties without
written approval by the appropriate executive officer of the COMPANY. Consultant
further agrees that all memoranda, notes, records, data, schematics, sketches,
computer programs, prototypes, or written, photographic, magnetic or other
documents or tangible objects compiled by Consultant or made available to
Consultant during the Engagement Period concerning the property, business,
technical or financial affairs of the COMPANY and/or its clients, including any
copies of such materials, shall be the property of the COMPANY and shall be
delivered to the COMPANY on the termination of LLAMA's or BENTLEY's performance
of the engagement pursuant to this Consulting Agreement with the COMPANY, or at
any other time upon request of the COMPANY.
In the event Consultant is questioned by anyone not employed by the COMPANY or
by an employee of or a consultant to the COMPANY not authorized to receive such
information, in regard to any Confidential Information or any other secret or
confidential work of the COMPANY, or concerning any fact or circumstance
relating thereto, or in the event that Consultant becomes aware of the
unauthorized use of Confidential Information by any party, whether competitive
with the COMPANY or not, Consultant will promptly notify the appropriate
executive officer of the COMPANY designated to receive such notifications. Until
further written notice, such person shall be the Senior Vice President for
Strategic Transactions and Planning or, in the absence of such person, the
President or Chief Executive Officer of the COMPANY.
In the event that, at any time during Consultant's performance of the engagement
pursuant to this Consulting Agreement with the COMPANY or at any time
thereafter, Consultant receives a request to disclose all or any part of the
trade secrets and other proprietary and confidential information under the terms
of a subpoena or order issued by a court or by a governmental body, Consultant
agrees to notify the COMPANY immediately of the existence, terms, and
circumstances surrounding such request, to consult with the COMPANY on the
advisability of taking legally available steps to resist or narrow such request;
and, if disclosure of such trade secrets and other proprietary and confidential
information is required to prevent Consultant from being held in contempt or
subject to other penalty, to furnish only such portion of the trade secrets and
other proprietary and confidential information as, in the written opinion of
counsel
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reasonably satisfactory to the COMPANY, Consultant is legally compelled to
disclose, and to exercise Consultant's best efforts to obtain an order or other
reliable assurance that confidential treatment will be accorded to the disclosed
trade secrets and other proprietary and confidential information.
(b) The parties agree that the relevant public policy aspects of
confidentiality agreements have been discussed, and that every effort has been
made to limit the restrictions placed upon Consultant to those that are
reasonable and necessary to protect the COMPANY's legitimate interests.
(c) If any restriction set forth in Section 8 is found by any
court of competent jurisdiction to be unenforceable because it extends for too
long a period of time or OVER too great a range of activities or geographic
area, it shall be interpreted to extend over the maximum period of time, range
of activities or geographic areas as to which it may be enforceable.
(d) The restrictions contained in Section 8 are necessary for the
protection of the business, assets and goodwill of the COMPANY and/or its
affiliates and are considered by Consultant to be reasonable for such purposes.
Consultant agrees that any material breach of Section 8 will cause the COMPANY
and/or its affiliates substantial and irrevocable damage and therefore, in the
event of any such breach, in addition to such other remedies which may be
available, the COMPANY shall have the right to seek specific performance and
injunctive relief.
(e) The provisions of Section 8 shall survive termination or
expiration of this Agreement.
(f) The existence of a claim, charge, or cause of action by
Consultant against the COMPANY shall not constitute a defense to the enforcement
by the COMPANY of the foregoing restrictive covenants, but such claim, charge,
or cause of action shall be litigated separately.
9. INTELLECTUAL PROPERTY.
(a) DISCLOSURE OF INVENTIONS; ASSIGNMENT OF OWNERSHIP TO COMPANY.
Consultant acknowledges and agrees that as part of Consultant's engagement
pursuant to this Consulting Agreement Consultant is expected to make new
contributions of value to the COMPANY, and Consultant agrees that Consultant
will promptly disclose in confidence to the COMPANY all ideas, concepts,
inventions, improvements, processes, products, designs, original works of
authorship, formulas, processes, compositions of matter, compounds, computer
software programs, Internet products and services, e-commerce products and
services, eentertainment products and services, testing and other data,
databases, mask works, trade secrets, treatments, product improvements, product
ideas, new products, discoveries, methods, software, uniform resource locators
or proposed uniform resource locators ("URLs"), domain names or proposed domain
names, any trade names, trademarks or slogans, which may or may not be subject
to or able to be patented, copyrighted, registered, or otherwise protected by
law, which relate directly or indirectly to the COMPANY's business or current or
anticipated research and development or the business of any of its affiliates or
their respective clients, or which were
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developed by Consultant through the use of trade secrets of the COMPANY or
material Use of equipment, supplies or facilities of the COMPANY (the
"Inventions") that Consultant makes, conceives or first reduces to practice or
creates, either alone or jointly with others, during the period of Consultant's
performance of the engagement pursuant to this Consulting Agreement with the
COMPANY, whether or not in the course of Consultant's performance of the
engagement pursuant to this Consulting Agreement with the COMPANY, and whether
or not such Inventions are patentable, copyrightable or able to be protected as
trade secrets, or otherwise able to be registered or protected by law.
Consultant agrees that all such Inventions shall be the sole and exclusive
property of the COMPANY and are hereby assigned by Consultant to the COMPANY
from the moment of their creation and fixation in tangible media. Furthermore,
Consultant agrees that Consultant will, at the COMPANY's request and cost, do
whatever is reasonably necessary to secure for the COMPANY the rights thereto by
patent, copyright or otherwise. Consultant acknowledges and agrees that
Consultant's obligations with respect to COMPANY property discussed in this
paragraph shall survive the termination or expiration of this Agreement.
(b) WORK FOR HIRE. Consultant acknowledges and agrees that any
copyrightable works prepared by Consultant within the scope of Consultant's
performance of the engagement pursuant to this Consulting Agreement with the
COMPANY are "works for hire" under the Copyright Act and that the COMPANY will
be considered the author and owner of such copyrightable works. Consultant
agrees that Consultant will, at the COMPANY's request and cost, do whatever is
reasonably necessary to secure for the COMPANY the rights thereto. Consultant
acknowledges and agrees that Consultant's obligations with respect to COMPANY
property discussed in this paragraph shall survive the termination or expiration
of this Agreement.
(c) ASSIGNMENT OF OTHER RIGHTS. In addition to the foregoing
assignment of Inventions to the COMPANY, Consultant hereby irrevocably transfers
and assigns to the COMPANY: (i) all worldwide patents, patent applications,
copyrights, mask works, trade secrets and other intellectual property rights in
any Invention required to be disclosed to the Company pursuant to Section 9(a);
and (ii) any and all "Moral plights" (as defined below) that Consultant may have
in or with respect to any such Invention. Consultant also hereby forever waives
and agrees never to assert any and all Moral Rights Consultant may have in or
with respect to any such Invention, even after termination of Consultant's work
on behalf of the COMPANY. "Moral Rights" mean any rights to claim authorship of
an Invention, to object to or prevent the modification of any Invention, or to
withdraw from circulation or control the publication or distribution of any
Invention, and any similar right, existing under judicial or statutory law of
any country in the world, or under any treaty, regardless of whether or not such
right is denominated or generally referred to as a "moral right."
(d) ASSISTANCE. Consultant agrees to assist the COMPANY in every
proper way to obtain for the COMPANY and enforce patents, copyrights, mask work
rights, trade secret rights and other legal protections for the COMPANY's
Inventions in any and all countries. Consultant will execute any documents that
the COMPANY may reasonably request for use in obtaining or enforcing such
patents, copyrights, mask work rights, trade secrets and other legal,
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protections. Consultant's obligations under this Section will continue beyond
the termination of Consultant's performance of the engagement pursuant to this
Consulting Agreement with the COMPANY with the COMPANY, provided that the
COMPANY will compensate Consultant at a reasonable rate after such termination
for time or expenses actually spent by Consultant at the COMPANY's request on
such assistance. Consultant appoints the Secretary of the COMPANY as
Consultant's attorney-in-fact to execute documents on Consultant's behalf for
this purpose.
10. Publicity. Neither party shall issue, without consent of the other
party, which consent shall not be unreasonably withheld, any press release or
make any public announcement with respect to this Agreement or the relationship
between then. PROVIDED, that nothing herein shall preclude the COMPANY from
making such disclosures as may be reasonably necessary or appropriate in order
to comply with applicable securities laws, rules and regulations. Following the
date of this Agreement and regardless of any dispute that may arise in the
future, Consultant and the COMPANY jointly and mutually agree that they will not
disparage, criticize or make statements which are negative, detrimental or
injurious to the other to any individual, company or client, including within
the COMPANY.
11. BINDING AGREEMENT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto, their heirs, personal representatives,
successors and assigns. In the event the COMPANY is acquired, is a non surviving
party in a merger, or transfers substantially all of its assets, this Agreement
shall not be terminated and the transferee or surviving company shall be bound
by the provisions of this Agreement. The parties understand that the obligations
of Consultant may not be assigned by Consultant.
12. ENTIRE AGREEMENT. This Agreement contains the entire understanding
of Consultant and the COMPANY with respect to engagement of Consultant and
supersedes any and all prior understandings, written or oral, between the
Company or any of its subsidiaries and LLAMA or BENTLEY. This Agreement may not
be amended, waived, discharged or terminated orally, but only by an instrument
in writing, specifically identified as an amendment to this Agreement, and
signed by all parties. By entering into this Agreement, Consultant certifies and
acknowledges that Consultant has carefully read all of the provisions of this
Agreement and that Consultant voluntarily and knowingly enters into said
Agreement.
13. SEVERABILITY. Any provision of this Agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed
severable from the remainder of this Agreement, and the remaining provisions
contained in this Agreement shall be construed to preserve to the maximum
permissible extent the intent and purposes of this Agreement.
14. TAX CONSEQUENCES. COMPANY will have no obligation to any person or
entity entitled to the benefits of this Agreement with respect to any tax
obligation any such person or entity incurs as a result of or attributable to
this Agreement, including all supplemental agreements and employee benefits
plans incorporated by reference therein, or arising from any payments made or to
be made under this Agreement or thereunder.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be duly executed and delivered by its authorized officers or individually, on
the 28th day of May, 2004.
Base Consulting Fee: ELECTRONIC GAME CARD INC. U.S.
$12,500/month (which amounts,
in the aggregate, to Xxx Xxxxxxx
Xxxxx Xxxxxxxx Xxxxxx Xxxxxx
Dollars (U.S.$150,000) per annum. By: /s/ Xxx Xxxx
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Name: Xxx Xxxx
Minimum Hours Per Week: Title: Officer
Thirty (30) hours per week The address for notices to Electronic
Came Card, Inc. is
000 Xxxxx Xxxxxx, 00xx Xxxxx,
X.X., X.X. 00000
Commencement Date:
June 1, 2003
LLAMA SECURITIES LIMITED
CAPITAL SERVICES LIMITED
DIRECTORS
Registered Office Address: By: /s/ Xxxx Xxxxxx
1st Floor ---------------------------------------
Kings Court Name: Xxxx Xxxxxx
Bay Street Title: Director
P.O. Box N-3944 The office of Llama Securities Limited
Nassau is Suite F8, International Commercial
Bahamas Centre, Casemates Gibraltar
The address for notices to Llama
Securities Limited is as above.
The Reg. No. of Llama Securities
Limited is 124918B.
In consideration of the good and valuable consideration being paid to
LLAMA SECURITIES LIMITED ("LLAMA"), and in order to induce Electronic Game Card
Inc. (the "COMPANY") to enter into the foregoing Consulting Agreement with
LLAMA, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Xxxx X. Xxxxxxx ("XXXXXXX") hereby
acknowledges and agrees to accept appointment as an officer and director of the
COMPANY, and to perform the engagement of Consultant pursuant to the foregoing
Consulting Agreement (PROVIDED, that BENTLEY shall be an independent contractor
and not an employee of the COMPANY), and to be bound by the terms and conditions
of the foregoing Consulting Agreement which are applicable to Consultant or to
BENTLEY (provided that all payment pursuant to Section 4 of the Consulting
Agreement shall be made to LLAMA), including, without limitation, the provisions
pertaining to confidentiality, competition, non--solicitation. intellectual
property, and status as an independent contractor with no rights to other
compensation or benefit as an employee.
IN WITNESS WHEREOF, the undersigned has duly executed and delivered this
Agreement individually on the 8th day of MAY 2004.
/s/ Xxxx X. Xxxxxxx
------------------------
Name: Xxxx X. Xxxxxxx
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