PROFESSIONAL SERVICE AGREEMENT
This Professional Service Agreement (the "Agreement") is
made and entered between Touchpoint Management Corporation, a
Professional service contractor hereafter referred to as
"Contractor", and Urbanalien Corporation, hereafter referred to
as "Company".
In consideration of the covenants and conditions hereinafter
set forth, Company and Contractor agree as follows:
1. SERVICES
Contractor shall perform the following services for the
Company on monthly basis (the "Work").
Reception facilities
Office Furniture
Use of the Boardroom as needed
General Office functions
Accounting services
Record keeping
Banking
Transaction processing and maintain audit trails
Complete accounting process including the
unaudited statements
Communication and connectivity facilities
Telephone
Fax
Internet
Network
HR Services
Processing Payroll
Employees and contractor record keeping
Note: The Company may request additional professional
services such as budgets, projections, year end and
assist in the audit at additional cost.
2. REPORTING
Contractor shall report to the Company's Secretary.
Contractor shall provide a monthly statement to the Company or as
requested by its CPA firm.
3. TERM
This Agreement shall commence on August 1st, 2001 and shall
expire on December 31st, 2002. Contractor agrees to perform
services for the Work to Company on or before the expiration of
the term set forth above. The Company may terminate the use of
Contractor's services at any time without cause and without
further obligation to Contractor except for payment due for
services prior to date of such termination. Termination of this
Agreement or termination of services shall not affect the
provisions under Sections 5-11, hereof, which shall survive any
termination.
4. PAYMENT
The contract price ( the "Contract Price") payable by the
Company to the Contractor for doing the Work, exclusive
of any Authorized Extras, is $14,000.00 per month and
will be reviewed from time to time.
Contractor will be paid for Work performed under this
Agreement as follows:
Urbanalien Corporation shall pay the contractor on
monthly basis with the net 30 days terms.
Urbanalien Corporation shall pay an interest of 2% per
month on overdue accounts pass the terms allowed.
5. CONFIDENTIALITY AND OWNERSHIP
(a) Contractor recognizes and acknowledges that the Company
possesses certain confidential information that constitutes a
valuable, special, and unique asset. As used herein, the term
"confidential information" includes all information and materials
belonging to, used by, or in the possession of the Company
relating to its products, processes, services, technology,
inventions, patents, ideas, contracts, financial information,
developments, business strategies, pricing, current and
prospective customers, marketing plans, and trade secrets of
every kind and character, but shall not include (a) information
that was already within the public domain at the time the
information is acquired by Contractor, or (b) information that
subsequently becomes public through no act or omission of the
Contractor. Contractor agrees that all of the confidential
information is and shall continue to be the exclusive property of
the Company, whether or not prepared in whole or in part by
Contractor and whether or not disclosed to or entrusted to
Contractor's custody. Contractor agrees that Contractor shall
not, at any time following the execution of this Agreement, use
or disclose in any manner any confidential information of the
Company.
6. RETURN OF MATERIALS
Contractor agrees that upon termination of this Agreement,
Contractor will return to the Company all drawings, blueprints,
notes, memoranda, specifications, designs, writings, software,
devices, documents and any other material containing or
disclosing any confidential or proprietary information of the
Company. Contractor will not retain any such materials.
7. WARRANTIES
Contractor warrants that:
(a) Contractor's agreement to perform the Work pursuant to this
Agreement does not violate any agreement or obligation between
Contractor and a third party; and
(b) The Work as delivered to the Company will not infringe any
copyright, patent, trade secret, or other proprietary right held
by any third party; and
(c) The services provided by Contractor shall be performed in a
professional manner, and shall be of a high grade, nature, and
quality. The services shall be performed in a timely manner and
shall meet deadlines agreed between Contractor and the Company.
8. INDEMNITY
Contractor agrees to indemnify, defend, and hold the Company
and its successors, officers, directors, agents and employees
harmless from any and all actions, causes of action, claims,
demands, cost, liabilities, expenses and damages (including
attorneys' fees) arising out of, or in connection with any breach
of this Agreement by Contractor.
9. RELATIONSHIP OF PARTIES
Contractor is an independent contractor of the Company.
Nothing in this Agreement shall be construed as creating an
employer-employee relationship, as a guarantee of future
employment or engagement, or as a limitation upon the Company'
sole discretion to terminate this Agreement at any time without
cause. Contractor further agrees to be responsible for all of
Contractor's federal and state taxes, withholding, social
security, insurance, and other benefits. Contractor shall
provide the Company with satisfactory proof of independent
contractor status.
10. OTHER ACTIVITIES
Contractor is free to engage in other independent
contracting activities, provided that Contractor does not engage
in any such activities which are inconsistent with or in conflict
with any provisions hereof, or that so occupy Contractor's
attention as to interfere with the proper and efficient
performance of Contractor's services thereunder. Contractor
agrees not to induce or attempt to influence, directly or
indirectly, any employee at the Company to terminate his/her
employment and work for Contractor or any other person.
11. MISCELLANEOUS
(a) Attorneys' Fees. Should either party hereto, or any heir,
personal representative, successor or assign of either party
hereto, resort to legal proceedings in connection with this
Agreement or Contractor's relationship with the Company, the
party or parties prevailing in such legal proceedings shall be
entitled, in addition to such other relief as may be granted, to
recover its or their reasonable attorneys' fees and costs in such
legal proceedings from the non-prevailing party or parties.
(b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada
without regard to conflict of law principles.
(c) Entire Agreement. This Agreement, contains the entire
agreement and understanding between the parties hereto and
supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them
respecting the subject matter hereof.
(d) Amendment. This Agreement may be amended only by a writing
signed by Contractor and by a duly authorized representative of
the Company.
(e) Severability. If any term, provision, covenant or condition
of this Agreement, or the application thereof to any person,
place or circumstance, shall be held to be invalid, unenforceable
or void, the remainder of this Agreement and such term,
provision, covenant or condition as applied to other persons,
places and circumstances shall remain in full force and effect.
(f) Construction. The headings and captions of this Agreement
are provided for convenience only and are intended to have no
effect in construing or interpreting this Agreement. The
language in all parts of this Agreement shall be in all cases
construed according to its fair meaning and not strictly for or
against either party.
(g) Rights Cumulative. The rights and remedies provided by this
Agreement are cumulative, and the exercise of any right or remedy
by either party hereto (or by its successor), whether pursuant to
this Agreement, to any other agreement, or to law, shall not
preclude or waive its right to exercise any or all other rights
and remedies.
(h) Nonwaiver. No failure or neglect of either party hereto in
any instance to exercise any right, power or privilege hereunder
or under law shall constitute a waiver of any other right, power
or privilege or of the same right, power or privilege in any
other instance. All waivers by either party hereto must be
contained in a written instrument signed by the party to be
charged and, in the case of the Company, by an officer of the
Company or other person duly authorized by the Company.
(i) Remedy for Breach. The parties hereto agree that, in the
event of breach or threatened breach of any covenants of
Contractor, the damage or imminent damage to the value and the
goodwill of the Company's business shall be inestimable, and that
therefore any remedy at law or in damages shall be inadequate.
Accordingly, the parties hereto agree that the Company shall be
entitled to injunctive relief against Contractor in the event of
any breach or threatened breach of any of such provisions by
Contractor, in addition to any other relief (including damages)
available to the Company under this Agreement or under law.
(j) Notices. Any notice, request, consent or approval required
or permitted to be given under this Agreement or pursuant to law
shall be sufficient if in writing, and if and when sent by
certified or registered mail, with postage prepaid, to
Contractor's residence (as noted below), or to the Company's
principal office, as the case may be.
(k) Assistance. Contractor shall, during and after termination
of services rendered, upon reasonable notice, furnish such
information and proper assistance to the Company as may
reasonably be required by the Company in connection with work
performed by Contractor; provided, however, that such assistance
following termination shall be furnished at the same level of
compensation as provided in Section 2.
(l) Disputes. Any controversy, claim or dispute arising out of
or relating to this Agreement or the relationship, either during
the existence of the relationship or afterwards, between the
parties hereto, their assignees, their affiliates, their
attorneys, or agents, shall be litigated solely in provincial or
federal court in Mississauga, Ontario. Each party (1) submits to
the jurisdiction of such court, (2) waives the defense of an
inconvenient forum, (3) agrees that valid consent to service may
be made by mailing or delivery of such service to the Nevada
Secretary of State (the "Agent") or to the party at the party's
last known address, if personal service delivery can not be
easily effected, and (4) authorizes and directs the Agent to
accept such service in the event that personal service delivery
can not easily be effected. EACH PARTY, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
Company: Contractor:
Urbanalien Corporation TouchPoint Management
Corporation
By_____________
By:
[Signature]
Title: President Name:
(Print)
Address:
Date: August 1st, 2001
