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EXHIBIT 99.4
AGREEMENT
Dated effective the 1st day of October, 1997.
BETWEEN:
INFO CENTER INC.
00000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
(the "Company")
AND:
C & K MANAGEMENT LTD.
#00 - 0000 Xxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(the "Consultant")
AND:
X. X. XXXXXXXX MANAGEMENT INC.
00000 Xxxxxxx Xxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx X0X XX0
(the "Indemnifier")
WHEREAS:
A. The Company wishes to engage the services of the Consultant as
an independent contractor to provide consulting services on an ongoing
basis to give advice to the Company regarding internet applications to
the Company's present and future business.
B. As a condition to the Company entering into this Agreement with
the Company, the Company requires that the Consultant provide its
services to the Company through the Consultant's president Xxxxx Xxxxx
(the "President").
C. The Company and the Consultant have reached agreement in
respect to the terms and conditions under which the Consultant agrees
to provide its services to the Company.
D. The Consultant has agreed to enter into this agreement with the
Company on the condition that the within indemnity be executed by the
Indemnifier.
In consideration of the premises, covenants and agreements
contained herein the parties hereby agree as follows:
1. SCOPE OF CONSULTING SERVICES
1.1 The Company shall retain the Consultant as an independent
contractor to provide consulting services on an ongoing basis to give
advice to the Company regarding internet applications to the Company's
present and future business (the "services").
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1.2 The services to be provided by the Consultant to the Company
shall only be administered by the President on behalf of the Consultant
unless the Consultant first obtains the consent of all the directors of
the Company in writing.
2. TERM OF CONSULTING SERVICES
2.1 The term of this Agreement shall begin on the Ist day of
October, 1997 and shall continue until the 31st day of January, 2001.
3. FEE FOR CONSULTING SERVICES
3.1 For the services rendered by the Consultant to the Company,
the Company will pay to the Consultant a consulting fee of $80,000-00
(the "Consulting Fee") payable by monthly instalments of $2,000.00 on
the last day of each month commencing the 31st day of October, 1997.
4. INDEPENDENT CONTRACTOR
4.1 Notwithstanding anything in this Agreement to the contrary, it
is understood and agreed between' the parties that the Consultant is an
independent contractor and not an employee of the Company.
5. INDEMNITY
5.1 For good and valuable consideration now had and received, the
Indemnifier hereby covenants, promises and agrees to and with the
Consultant that the Indemnifier shall indemnify and save harmless the
Consultant from any loss, costs or damages arising out of any failure
either to pay the Consulting Fee or to perform any of the terms,
covenants and provisions on the part of the Company to be kept,
observed and performed. In the event of a default under this Agreement
the Indemnifier waives any right to require the Consultant to proceed
against the Company or pursue any rights or remedies whatsoever in the
Consultant's power with respect to this Agreement. The indemnity is
absolute and unconditional and the obligation of the Indemnifier shall
not be nor be deemed to have been waived, released, discharged,
litigated, impaired or affected by any extension of time, indulgences
or modifications which the Consultant may extend or make with the
Company in respect to the performance of any of the Company's
obligations in this Agreement, or by reason of the release or discharge
of the Company in any receivership, bankruptcy, winding up or other
creditor's proceeding or the rejection or disclaimer of this Agreement
in any proceeding, and the liability of the Indemnifier shall continue
with respect to the periods prior thereto and thereafter, for and with
respect to the term of this Agreement.
6. GENERAL
6.1 This Agreement shall be interpreted and construed and governed
in accordance with the laws of the Province of British Columbia.
6.2 No amendments or variations of the terms and conditions of
this Agreement shall be valid unless in writing and signed by both
parties.
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6.3 The Consultant's rights and obligations under this Agreement
are not assignable without consent of the Company.
6.4 This Agreement constitutes the entire Agreement between the
parties hereto and shall bind and enure to the benefit of both parties
and their respective successors and permitted assigns.
Signed by the parties as of the date on the first page.
INFO CENTER INC.
Per: /s/ Xxxxxxx X. Xxxxxxxx
Authorized Signatory
C & K MANAGEMENT LTD.
Per: /s/ illegible
X. X. XXXXXXXX MANAGEMENT INC.
Per: /s/ Xxxxxxx X. Xxxxxxxx
Authorized Signatory
