MANAGEMENT CONSULTANT AGREEMENT

Exhibit 10.10

MANAGEMENT CONSULTANT AGREEMENT

THIS CONSULTANT AGREEMENT (this "Agreement") is made and entered into as of July 1, 2014 by

and between Mobetize Corp. ("MOBETIZE or the “Company”"), a Nevada Company with offices at

0000 Xxxxx Xxx Xxxxxx, Xxxxx 000, Xxxxxx XX 00000 and Xxxx Xxxx at 0000 Xxxxxxxx Xx. Xxx Xxxxxxxxxxx

XX, X0X 0X0 Xxxxxx (the "Consultant").

W I T N E S S E T H:

WHEREAS, MOBETIZE is engaged in the business of providing various types of mobile payments

and mobile value added services; and

WHEREAS, the Consultant, by education and experience, possesses qualifications to serve as a

Consultant of MOBETIZE; and

WHEREAS, MOBETIZE and Consultant wish to confirm the terms and conditions of such

consultant relationship as hereinafter set forth; and

Relationship: The parties agree that the relationship of Consultant to Mobetize created by this

Agreement is that of an independent contracting firm and nothing in this Agreement constitutes or creates

an employer/employee relationship between Consultant and Mobetize. Consultant has no authority to

make statements, representations or commitments of any kind, or to take actions binding upon the

Mobetize except as provided in this Agreement or as authorized in writing by the Mobetize.

The parties acknowledge and agree that Mobetize has entered into this Agreement in reliance on the

express representation and warranty of Consultant that Consultant is not an employee of Mobetize. In

the event the relationship between the Mobetize and the Consultant is found to be an employment

relationship for any reason whatsoever, such will constitute cause for the immediate termination of this

Agreement by the Mobetize.

Position and Job Description of Consultant

Consultant’s position with MOBETIZE is as “Chief Executive Officer”. Consultant will report to

Xxxxx Ladki, Chairman and Mobetize Board of Directors. Please note that the functions listed below are

not all inclusive and may at the sole discretion of MOBETIZE be changed to fit the business needs of

MOBETIZE. At present, the details are as follows:

Scope of the contract is outlined in Schedule A – scope of Work Doc.

Term

MOBETIZE hereby agrees to employ Consultant and Consultant hereby accepts employment

pursuant to the terms and provisions of this Agreement, effective July 1^st, 2014. Consultant also

understands and agrees that the terms of this Agreement in Sections: 4, "Confidentiality, Assignment of

Work and Non-Solicitation" (Schedule B, attached hereto) shall survive termination of the other

provisions of this Agreement. The Agreement may be terminated in accordance with Article 5, as set forth

below.

Page 1 of 7

Exhibit 10.10

Compensation

Consultant’s remuneration will be US$10,000 per month. Consultant will deliver a xxxx monthly

to MOBETIZE. In addition, the Consultant will be allocated shares of Mobetize common stock from the

Employee Stock Ownership Program (ESOP). The details of the Consultant’s entitlement to ESOP plan

will be determined at a later date. In addition, the Consultant will be included in any Bonus Program that

the Company creates starting in 2015. Terms of the Bonus Program are to be agreed separately.

Confidentiality, Assignment of Works and Non-Solicitation

The terms of the Confidentiality / Assignment of Works and Non-Solicitation Agreement

(attached as Schedule “B”) shall form part of this Agreement, and any breach of the attached

Confidentiality / Assignment of Works and Non-Solicitation Agreement shall be deemed a breach of this

Agreement.

Termination of Consultancy

It is agreed that any termination of Consultant’s employment shall occur on the following basis:

(a)

Without notice by MOBETIZE if just cause for termination exists.

(b)

Consultant may resign on giving MOBETIZE six (6) weeks written notice of the

effective date of Consultant’s resignation.

(c)

Upon termination of this Agreement, monthly payments will continue for a 3 month

period and increase by 1 month for each year of service starting from June 2014 up to a

maximum of 6 months.

No Conflict with Prior Obligations

Consultant hereby represents and warrants to MOBETIZE that Consultant is not a party to any

agreement, or otherwise bound by any duty to another party that may, in any way, restrict Consultant’s

right or ability to enter into this Agreement or perform the service contemplated under this Agreement.

Consultant further represents and warrants that in performance of the services contemplated under this

Agreement Consultant will not disclose or use any confidential information belonging to any prior

employer or other persons or entities.

Computer Access and E-Mail

Consultant agrees to comply with all reasonable rules and restrictions that MOBETIZE may

impose on the use of computers, e-mail accounts and Internet access. In particular:

(a) Information stored or transmitted on MOBETIZE’s computers including E-mail is, and remains at

all times, the property of MOBETIZE. MOBETIZE reserves the right to access any such information.

As a result, Consultant has no expectation of privacy with respect to this information.

(b) It is Consultant’s responsibility to keep Consultant’s password(s) secret. Consultant may not

share Consultant’s passwords(s) with anyone, and Consultant is responsible for all activity performed

with Consultant’s personal user ID or password.

Page 2 of 7

Exhibit 10.10

General

(a) The Company agrees to defend and indemnify the Consultant for any claim or cause of action

(including any legal costs incurred to defend such claims) asserted against the Consultant in any

forum based on actions taken by the Consultant in the course and scope of his performance of his

consulting duties under this Agreement

(b) This Agreement shall inure to the benefit of and shall be binding upon each of the parties hereto

and their respective successors, assigns and personal representatives, except that the Consultant's

rights and interests under this Agreement may not be assigned, pledged or encumbered by him

without MOBETIZE's prior written consent. This Agreement, and the rights of MOBETIZE

hereunder, may be assigned by MOBETIZE without any requirement of consent by the Consultant;

provided, however, that the performance of the obligations and covenants of MOBETIZE hereunder

shall be binding upon such assignee or successor of MOBETIZE.

matter hereof, and supersedes all other agreements between them.

(d) No modification, amendment or waiver of any provision of this Agreement shall be effective

unless approved in writing by the parties hereto.

(e) If any provision of this Agreement shall be held to be unenforceable, such provision shall be

ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of

such provision or the remaining provisions of this Agreement.

(f) This Agreement shall be governed by and construed in accordance with the laws of the state of

Washington, USA.

(g) All payments made to Consultant under this Agreement shall be subject to applicable

withholdings, and/or deductions required by any Federal, local law, statute, regulation, or other

authority.

Notices

Any notices required by this agreement shall be given by hand, by facsimile, by overnight mail by

a recognized overnight courier, or sent by first class mail to the applicable address as follows:

If to the Company, to it at:

Mobetize, Corp.

00 Xxx Xxxx Xxxxx

Xxxxx Xxxxxxx, XX 00000

XXX

Attention: Xxxxxxx Xxxxxx - CFO

xxxxxxx@xxxxxxxx.xxx

If to Consultant, to him at:

Xxxx Xxxx

0000 Xxxxxxxx Xx.

Xxx Xxxxxxxxxxx XX

X0X 0X0 Xxxxxx

Email:

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Exhibit 10.10

Either party may from time to time specify as its address for purposes of this Agreement any other

address upon giving ten (10) days written notice thereof to the other party. Notice shall be deemed given;

when given if given by hand; when sent by facsimile if the sender has a contemporaneous written

confirmation from the machine from which it was sent, accept that if sent during non-business hours of the

recipient, then notice shall be deemed given at the commencement of the regular business hours of recipient;

if delivered by first class mail, five (5) days after deposit in a Postal Service mailbox; if by recognized

overnight courier, when delivered.

IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties

hereto as of the day and year first above written.

MOBETIZE CORP.

BY: /s/ Xxxxx Ladki

Xxxxx Ladki, Chairman

BY: /s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx, CFO

Consultant – Xxxx Xxxx

BY: /s/ Xxxx Xxxx

Xxxx Xxxx

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Exhibit 10.10

Schedule "A" – Scope of Work

The Services to be provided shall include:

 To lead, in conjunction with the Board, the development of the Company’s strategy;

 To lead and oversee the implementation of the Company’s long and short term plans in accordance with

its strategy;

 To ensure the Company is appropriately organized and staffed and to have the authority to hire and

terminate staff as necessary to enable it to achieve the approved strategy;

 To ensure that expenditures of the Company are within the authorized annual budget of the Company;

 To assess the principal risks of the Company and to ensure that these risks are being monitored and

managed;

 To ensure effective internal controls and management information systems are in place;

 To ensure that the Company has appropriate systems to enable it to conduct its activities both lawfully

and ethically;

 To ensure that the Company maintains high standards of corporate citizenship and social responsibility

wherever it does business;

 To act as a liaison between management and the Board;

 To keep abreast of all material undertakings and activities of the Company and all material external

factors affecting the Company and to ensure that processes and systems are in place to ensure that the

CEO and management of the Company are adequately informed;

 To ensure that the Directors are properly informed and that sufficient information is provided to the

Board to enable the Directors to form appropriate judgements;

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Exhibit 10.10

Schedule "B"

Consultant Confidentiality / Assignment of Works

& Non-Solicitation Agreement

Confidentiality

Consultant agrees that during the course of his or her consultancy with MOBETIZE and afterward, to

keep confidential and refrain from using, directly or indirectly, all information known or used by

MOBETIZE in its activities, including, but not limited to:

(a) all of MOBETIZE’s confidential and proprietary information, including, plans, designs, concepts,

techniques, processes, cost data, computer code, algorithms, software programs, formulas,

development or experimental work, work in process, or other know-how or trade secrets;

(b) any financial information, including MOBETIZE budgets, costs, sales, income, profits, salaries

and wages;

all collaborations, ventures or joint ventures considered by MOBETIZE, whether or not pursued;

(d) any and all know-how, and any and all oral, written, electronic or other communications and

other information disclosed or provided by MOBETIZE including any and all analyses or conclusions

drawn or derived therefrom;

(e) customer and client lists and contact information

(f) information regarding MOBETIZE’s specialized communications solutions and systems used by

MOBETIZE for the rendering of services to its customers and clients; and

Further, Consultant acknowledges that MOBETIZE receives confidential or proprietary

information from third parties for certain limited purposes in the ordinary course of its business.

Consultant agrees to hold such information in the strictest confidence and not to use such information for

the benefit of anyone other than MOBETIZE or such third party, without the express authorization in

writing from MOBETIZE.

Confidential information shall not include information that:

(a) is publicly available (other than as a result of a breach of this Agreement);

(b) is known by Consultant prior to his employment with MOBETIZE.

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Exhibit 10.10

Non-Solicitation of Customers, Clients and Employees

While Consultant is employed by MOBETIZE and for the period of twelve (12) months

immediately following the termination of Consultant’s employment with MOBETIZE, Consultant or their

Employee will not, directly or indirectly, solicit:

(a) any customer or client of MOBETIZE for the purpose of selling or supplying to such clients, any

products or services which are competitive with the products or services developed, sold, marketed,

licensed or supplied by MOBETIZE at the time of the termination of my employment with

MOBETIZE;

Return of MOBETIZE Property

Consultant agrees to return to MOBETIZE, immediately upon termination of my employment,

regardless of how that termination should occur, all designs, devices, documents, specifications, business

documents, computer software, lists, records files data, and all other material containing or disclosing

Confidential Information including copies of these items, however made or obtained, and will delete any

electronic copies or files of any such information.

Enforceability

Consultant acknowledges that all restrictions contained in this Agreement are reasonable and

valid and all defenses to the strict enforcement of all or any portion thereof by MOBETIZE are hereby

waived by Consultant or Employee. If any clause or portion of any such clause shall be unenforceable or

declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the

enforceability or validity of the remaining portions of the Agreement and such unenforceable or invalid

portion shall be severed from the remainder of this Agreement.

Consultant further agrees that Consultants’ covenants and representations contained in this

Agreement shall survive and continue to bind Consultants and their Employee following the termination

of any contract for Consultant’s employment with MOBETIZE regardless of the reason for such

termination.

ACCEPTED AND AGREED TO THIS 1 ST DAY OF JULY, 2014. I HAVE READ AND

UNDERSTAND THE TERMS AND CONDITIONS THAT ARE SET OUT IN THIS SCHEDULE

D TO THE EMPLOYMENT AGREEMENT.

/s/ Xxxx Xxxx

Xxxx Xxxx

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Table of Contents

MANAGEMENT CONSULTANT AGREEMENT

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