EXHIBIT 10.7
January 31, 2000
Innovative Products Resources Ltd.
Lachine, Quebec
Attn: Xx. Xxxx Xxxxxx
Service Contract
Whereas The Xxxxxxx Corporation (Xxxxxxx) wishes to engage Innovative Products
Resources Ltd. (IPR) to manage, direct, co-ordinate and supervise the further
development of the Xxxxxxx technology and the manufacture of the Xxxxxxx
instrument and whereas IPR is will to undertake these tasks, be it hereby agreed
that:
This agreement will become effective February 1, 2000 and will be for a term of
two years. By mutual consent this agreement can be extended for an additional
two years.
IPR will be responsible for all aspects of research, development and
improvements to the existing technology.
IPR will be responsible for all aspects of the future development of the Xxxxxxx
instruments and the manufacture of instruments with the existing technology and
the manufacture of future instruments and products during the term of this
agreement.
IPR will assist in the preparation of all necessary patents, trademarks and
other pertinent filings necessary to protect the proprietary technology and know
how of The Xxxxxxx Corporation.
Xxxxxxx will pay a monthly fee of $10,000 plus GST and QST for the term of the
contract.
IPR will work directly with the President in preparing budgets, personnel, work
schedules and priorities.
From time to time, the Board of Directors of Xxxxxxx will evaluate the
contribution made by IPR to the commercial success of the Corporation with the
express intent of providing compensation for such contribution in the form of a
bonus which may be paid in cash or shares of the Corporation.
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Either party shall be entitled to terminate this agreement in the case of the
declared or admitted insolvency or bankruptcy of the other party, without
notice, or in the case of the other party's failure to fulfill an obligation
hereunder and to cure such default within 30 days of written notice.
IPR recognizes that during the course of providing its services, it will become
privy to information relating to the business and financial affairs of Xxxxxxx,
its customers and suppliers, its costing and pricing of the products, all of
which constitute confidential and proprietary information which Xxxxxxx is
entitled to protect. IPR agrees and undertakes that it will not disclose any
such information to any third party for any reason whatsoever except for such
information relating to the performance of its contracted activities.
During the course of the agreement, certain proprietary technology will be
developed and expanded. All such technology and know how shall remain or become
the property of Xxxxxxx and as such will not be disclosed except where such
disclosure relates to the performance of IPR's activities under this agreement.
Upon termination of this agreement, for any reason, IPR will deliver to Xxxxxxx
all information and data, in whatever form, which IPR has in its possession
relating to Xxxxxxx or to the products.
IPR is an independent contractor, and is not a partner, co-venturer or agent of
Xxxxxxx. IPR is not authorized to enter into any contractual agreements on
behalf of Xxxxxxx, unless specifically authorized and such authority shall not
be unreasonably withheld.
This agreement constitutes the entire agreement between the parties as to the
subject matter hereof.
This agreement is to IPR and may not be assigned or transferred by IPR without
the express written consent of Xxxxxxx. Subject to the foregoing, this agreement
shall be binding upon and enure to the benefit of the respective successors and
assigns of the parties.
The parties acknowledge that they have required that this agreement and all
related documents be prepared in English.
XXXXXXX CORPORATION INNOVATIVE PRODUCTS RESOURCES LTD.
By: /s/ Xxxxxxx Xxxxx By: /s/ Xxxx Okolov
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Xxxxxxx Xxxxx Xxxx Okolov
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