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Independent Contractor Agreement
This agreement made as of the 10th day of March, 1997
BETWEEN:
SysGold Ltd. an Alberta Corporation with its head office at Calgary, ("SysGold")
- and -
BV RIDGE CONSULTING, an Alberta Corporation with its head office at Calgary,
("Independent Contractor") - and -
XXXXX XXXXXXXX, ("Key Person")
WHEREAS:
(a) SysGold is a consulting company offering information Systems services
to its clients.
(b) The Independent Contractor provides systems services and wishes to
have SysGold market its services.
(c) The Independent Contractor wishes to offer the expertise of its Key
Person to SysGold.
IT IS AGREED THAT:
1. SysGold agrees to hire the Independent Contractor to provide a Key Person,
acceptable to SysGold, for the purpose of offering Information Systems Services
to SysGold's clients, and the Independent Contractor is to be paid as set forth
in Appendix A.
2. For the purposes of this Agreement, the Key Person acceptable to SysGold is
Xxxxx Xxxxxxxx.
3. This Contract is effective from March 15.1997, to March 14.1998, and shall
renew automatically for successive one-year periods, unless otherwise terminated
earlier.
4. The Independent Contractor and the Key Person agree that they will provide
services to SysGold and may provide services to other clients subject to SysGold
approval during the Contract term.
5. Without prejudice to any right that either party may have for earlier
termination for cause, the Contract may be terminated without cause by either
party providing the other party with 4 weeks written notice at the addresses
listed below. In such event, every reasonable effort will be made to ensure a
smooth transition, including performing on-going work during the notice period.
The party choosing to terminate may choose to continue beyond 4 weeks to
complete on-going work.
6. The Independent Contractor shall be deemed to be an Independent Contractor,
and not an employee, agent, or servant of SysGold. The Independent Contractor
shall be responsible for all remittances to Revenue Canada, including income
tax, Canada Pension Plan, and G.S.T. remittances. The Independent Contractor
shall be responsible to compensate its Key Person for service rendered to the
Independent Contractor including the payment of vacation pay to the Key Person.
The Key Person shall have no claim whatsoever against SysGold for remuneration.
wages. Profit sharing. vacation Day, or otherwise. The Independent Contractor
shall be responsible for providing its Key Person with transportation, and shall
bear all costs of such transportation including the maintenance of adequate
insurance coverage.
7. SysGold shall have the right to establish the hours during which service must
be provided to SysGold. SysGold acknowledges that the Independent Contractor and
Key Person have an agreement for 4 weeks vacation per year, and 2 days off per
month to accommodate the fact that a lot of travel occurs. SysGold agrees that
travel requested of the Key Person will be limited to an average of 3 days each
second week.
8. All information, material, and data prepared and performed by the Key Person
and the Independent Contractor under this Agreement shall become the property of
SysGold, or at SysGold's option, of a SysGold client.
9. SysGold shall reimburse the Independent Contractor for reasonable expenses
incurred by the Independent Contractor in the course of performing its duties in
such amounts as may be approved by SysGold from time to time.
10. Should this Contract be terminated by any reason, neither the Independent
Contractor nor the Key Person shall indirectly or directly work for a client of
SysGold in any capacity for a period of 12 months after termination.
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Without limiting the generality of the foregoing, it shall include but not be
limited to employment by the client, employment by another party who contracts
with the client, contracting, sub-contracting, agency, partnership, or any other
association. A client is defined as an existing client of the Company or one
which the Company has performed services in the preceding twelve months.
Should the Independent Contractor or the Key Person breach this covenant
(which covenant shall survive the termination of the Contract), the Independent
Contractor and the Key Person shall jointly and severally pay SysGold as
liquidated damages and not a penalty, an amount equal to the greater of 50% of
any fees or gross income earned during that period, which amount shall be due
and payable on demand. Additionally, it is agreed that SysGold may enforce this
covenant by an injunction or otherwise.
11. The Independent Contractor and the Key Person shall use their best efforts
to promote the interests of SysGold and shall not disclose the private affairs,
trade secrets, or confidential information to any persons for any purposes other
than those of the employer. This paragraph shall not apply, however, to
information that:
a) is already known to the Independent Contractor and Key Person as at
the date of this Agreement;
b) is disclosed to the Independent Contractor or the Key Person by a
third party in possession of such information and under no confidential
obligation not to disclose it;
c) is publicly available by other than unauthorized disclosure; or
d) is required by law to be disclosed by the Independent Contractor or
the Key Person.
12. The rights that accrue to SysGold under this Agreement shall pass to its
successors or assigns. The rights of the Independent Contractor or its Key
Person under this Agreement are not assignable or transferable.
13. Any notice required or permitted to be given to the Independent Contractor
shall be sufficiently given if delivered, or if mailed, by registered mail, to
the address last known to SysGold.
14. In the event that any portion or part of this Agreement shall be deemed void
or invalid by a court of competent jurisdiction, the remaining parts shall be
and remain in full force and effect.
15. This Agreement constitutes the entire Agreement between the parties with
respect to the provision of services by the Independent Contractor and Key
Person and any and all previous Agreements, written, oral, or expressly implied
between the parties on their behalf relating to previous employment of the Key
Person by SysGold are terminated and canceled and each of the parties releases
and forever discharges the other party from all manner of action, causes of
actions, claims and demands whatsoever under and in respect of any agreement.
16. Any modification of this Agreement must be in writing and signed by each of
the parties or it shall have no effect and it shall be void.
17. This Agreement shall be construed in accordance with the laws of the
Province of Alberta. The parties hereby attorn to the Court of Queen's Bench,
Alberta and agree that such court will have jurisdiction.
18. The waiver by any party of any breach or violation of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
or violation.
19. Any notice to be given or sent hereunder by any party to the other shall be
deemed to have been duly given or sent when made in writing by registered mail,
postage prepaid, on the third day after the date of mailing thereof, and
addresses as follows:
To SysGold: SysGold Ltd.
000, 000 - 0xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxx X0X 0X
To Independent Contractor: BV Ridge Consulting
000 Xxxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X I N7
To Key Person: Xxxxx Xxxxxxxx
000 Xxxxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
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or to such address as either party may designate by notice as above provided.
IN WITNESS WHEREOF, this Agreement has been executed by the parties on the day
month and year first above written.
SysGold Ltd. Independent Contractor Key Person
Xxx Xxxxxx, BV Ridge Consulting Xxxxx Xxxxxxxx
President Xxxxx Xxxxxxxx, President
Independent Contractor Agreement
Appendix A
1. The Independent Contractor's remuneration shall be calculated, on a monthly
basis, as follows:
a) a monthly service fee of $4000.00 (GST not included);
b) additional revenue based fees of 20% of revenue billed to SysGold
clients for work done by the Key Person up to 200 billable hours per month.
c) additional revenue based fees of 50% of revenue billed to SysGold
clients for work done by the Key Person over 200 billable hours a month.
