XXXXX.XXX, INC.
XXXXX.XXX (CANADA) ENTERPRISES INC.
Suite C200 - 0000 Xxxxxxx Xxxxxx
Xxxxxx xxx Xxx, Xxxxxxxxxx 00000
April 16, 2001
To: XXXXX XXXXXX
000 - 0000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Re: Employment Agreement
In consideration of the BVI/RRV Transaction and the covenants and agreements
made by BVI/RRV, Xxxxx.xxx Canada and Xxxxx.xxx under subsections 2(d), 2(e),
2(f) and 2(g) of this Agreement, you have agreed to enter into this Agreement to
specify the terms and conditions of your employment with Xxxxx.xxx and Xxxxx.xxx
Canada going forward. This Agreement will commence on the closing date of the
BVI/RRV Transaction (the "Commencement Date") and will replace and supersede the
written employment agreement dated June 17, 1999 between you and Xxxxx.xxx and
Xxxxx.xxx Canada. Your employment will continue until terminated in accordance
with the provisions of this Agreement.
1. Definitions
In this Agreement:
(a) "Agreement" means this letter agreement and schedules attached to this
letter agreement, as amended or supplemented from time to time.
(b) "BVI/RRV" means Redruth Ventures Inc., a British Virgin Islands
corporation and Bingo, Inc. an Anguillia corporation.
(c) "BVI/RRV Transaction" means the loan by way of convertible debenture
transaction between BVI/RRV and Xxxxx.xxx.
(d) "Xxxxx.xxx" means Xxxxx.xxx, Inc., a company incorporated under the
laws of Florida.
(e) "Xxxxx.xxx Canada" means Xxxxx.xxx (Canada) Enterprises Inc., a
company incorporated under the laws of British Columbia.
(f) "Board" means the board of directors.
(g) "Business of the Group" means (i) the business of being an online
provider of bingo-based games and entertainment and a producer of
entertainment products and services; and (ii) any other material
business carried on from time to time by any member of the Group.
(h) "Cause" includes, without limiting the usual meaning of just cause
under the common law or the laws of British Columbia or the United
States of America:
(i) your conviction of a crime (indictable level or penalized by
incarceration or a lesser crime involving moral turpitude); or
(ii) any act of fraud, misappropriation, dishonesty, embezzlement or
similar conduct against any member of the Group.
(i) "Competitive Business" means any business or enterprise that competes
with the Business of the Group.
(j) "Confidential Information" means all confidential or proprietary
facts, data, techniques and other information relating to the Business
of the Group which may before or after the date of this Agreement be
disclosed to you by any member of the Group or which may otherwise
come within your knowledge or which may be developed by you in the
course of your employment or from any other Confidential Information.
(k) "Group" means Xxxxx.xxx, Xxxxx.xxx Canada and their affiliates and
subsidiaries.
(l) "Intellectual Property Rights" means all rights in respect of
intellectual property including, without limitation, all patent,
industrial design, integrated circuit topography, know-how, trade
secret, privacy and trade-xxxx rights and copyright, to the extent
those rights may subsist anywhere in the universe.
(m) "Person" means any individual, partnership, limited partnership, joint
venture, syndicate, sole proprietorship, company or corporation with
or without share capital, unincorporated association, trust, trustee,
executor, administrator or other legal personal representative,
regulatory body or agency, government or governmental agency or entity
however designated or constituted.
(n) "Works" means copyrightable works of authorship including, without
limitation, any technical descriptions for products, user guides,
illustrations, advertising materials, computer programs (including the
contents of read only memories) and any contribution to such
materials.
2. Employment
The terms of your employment will be as follows:
(a) Position and Responsibilities: You will serve in the offices of
President and Chief Executive Officer of the Group's parent company,
Xxxxx.xxx, reporting to the Board of Xxxxx.xxx. You will perform or
fulfil such duties and responsibilities as the Board of Xxxxx.xxx may
reasonably prescribe from time to time or as are incidental to the
position of President and Chief Executive Officer of a parent company,
subject to the laws of Florida and the memorandum, articles and
by-laws of Xxxxx.xxx. You will provide the Board of Xxxxx.xxx with
such information regarding the affairs of the Group as the Board of
Xxxxx.xxx may require, and at all times you will conform to the
reasonable instructions and directions of the Board of Xxxxx.xxx.
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You will also serve in the offices of President and Chief Executive
Officer of Xxxxx.xxx Canada reporting to the Board of Xxxxx.xxx
Canada. You will perform or fulfil such duties and responsibilities as
the Board of Xxxxx.xxx Canada may reasonably prescribe from time to
time or as are incidental to the position of President and Chief
Executive Officer, subject to the Company Act (British Columbia) and
the memorandum and articles of Xxxxx.xxx Canada. At all times you will
conform to the reasonable instructions and directions of the Board of
Xxxxx.xxx Canada.
(b) Director: You will serve as a director of both Xxxxx.xxx Canada and
Xxxxx.xxx if so elected or appointed and subject to the memorandum,
articles and by-laws of Xxxxx.xxx Canada and Xxxxx.xxx and the laws of
British Columbia and Florida.
(c) Scope of Duties: During your employment, you will devote the whole of
your time, attention and abilities during normal business hours to the
duties hereby granted and accepted and you will give the Group the
full benefit of your knowledge, expertise, technical skill and
ingenuity.
(d) Salary: Subject to subsection 2(g) and the following, during the first
year of your employment, you will receive a salary in the amount of
US$175,000; during your second year of your employment, you will
receive a salary in the amount of US$200,000; and during the third
year of your employment, you will receive a salary in the amount of
US$225,000 (in each case, the "Salary"). Thereafter, your Salary will
be reviewed annually on or before the anniversary of the Commencement
Date and may be adjusted by the Group (although in no case will it be
less than US$225,000). Notwithstanding the foregoing, until such time
as the Group is in a positive cash flow position, you will receive a
salary in the amount of Cdn$10,000 per month (the "Temporary Salary").
For so long as is necessary to repay the Loan, each month the
difference between your Salary and your Temporary Salary will be
applied by the Group to repayment of the Loan under subsection 2(g).
Thereafter, each month the Group will use any and all positive cash
flow to top up your Temporary Salary until it reaches the level of
your Salary. Immediately upon the first month that the Group is able
to pay your full Salary under this provision, the provision regarding
your Temporary Salary will cease to be in effect and from that date
forward the Group will pay you your full Salary, provided that the
positive cash flow comes from regular operations and not an unusual
event as generally understood under Canadian GAAP. All salary will be
payable in accordance with the Group's standard salary payment
schedule.
(e) Stock Options: As of the date of this Agreement, you have outstanding
stock options to purchase 1,100,000 common shares in the capital of
Xxxxx.xxx (the "Options"). The Options will remain in force and effect
and are summarized as follows:
(i) Options to purchase 600,000 of the common shares are subject to
the terms and conditions of Xxxxx.xxx's 1999 Non-Qualified Stock
Option Plan. The exercise price of those Options was re-priced on
June 29, 2000 to $0.75 per common share. The Options may not be
exercised until the 1999 Non-Qualified Stock Option Plan has been
approved by the shareholders of Xxxxx.xxx; and
(ii) Options to purchase the remaining 500,000 of the common shares
are subject to the terms and conditions of Xxxxx.xxx's 1999
Non-Qualified Stock Option Plan. The exercise price of those
Options is $0.44 per common share. The Options
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may not be exercised until the 1999 Non-Qualified Stock Option
Plan has been approved by the shareholders of Xxxxx.xxx.
In consideration of you entering into this Agreement, BVI/RRV hereby
covenants and agrees that it will vote its shares of Xxxxx.xxx to
approve the 1999 Non-Qualified Stock Option Plan and the 2000 Stock
Option Plan. The Options will vest immediately upon the later of the
following: (i) the date that Xxxxx.xxx receives the necessary
shareholder approval under paragraph (i) or (ii) above, as applicable;
and (ii) the first anniversary of the Commencement Date. In addition,
in the event your Options have not fully vested pursuant to this
subsection and your employment is terminated pursuant to subsection
5(c) or 5(d), any unvested Options will immediately vest upon the date
that written notice of termination is given. Notwithstanding anything
contained in the 1999 Non-Qualified Stock Option Plan, the 2000 Stock
Option Plan or any stock option agreement, in the event your
employment with the Group is terminated for any reason whatsoever, you
will have one year following your last day of employment to exercise
any vested Options. All other terms of the Options remain the same.
The parties hereby acknowledge that under a Second Amended and
Restated Option Agreement dated December 13, 2000 (the "Option
Agreement"), the Options to purchase 600,000 common shares referenced
in paragraph (e)(i) above are subject to an anti-dilution provision,
which will be triggered by an event. The parties hereby agree that
notwithstanding any future share issuances by Xxxxx.xxx, the issuance
of shares in connection with the BVI/RRV Transaction is the event that
will trigger the anti-dilution provision. The parties also agree that
notwithstanding anything contained in the Option Agreement, the
anti-dilution provision will not terminate upon the closing of the
BVI/RRV Transaction or the issuance of shares in connection with the
BVI/RRV Transaction and the Board of Xxxxx.xxx will approve an
amendment to the Option Agreement to so provide.
(f) Common Shares: In consideration of you entering into this Agreement,
on the Commencement Date (being the closing date of the BVI/RRV
Transaction), Xxxxx.xxx will issue 750,000 common shares in the
capital of Xxxxx.xxx (the "Shares") to you. Subject to any securities
laws, regulations, rulings, policies, notices or orders of any
securities regulatory authority having application, the Shares will be
validly issued and outstanding fully paid and non-assessable common
shares of the Company registered in the name of and beneficially owned
by you, free and clear of all voting restrictions, resale
restrictions, trade restrictions, liens, charges or encumbrances of
any kind whatsoever. The Shares will be held in escrow for a period of
one year following the Commencement Date. The Shares will be released
to you upon the earlier of: (i) the last day of the escrow period; and
(ii) the date that your employment is terminated pursuant to
subsection 5(b), 5(c) or 5(d) of this Agreement. If, prior to the end
of the escrow period, your employment is terminated pursuant to
subsection 5(a) of this Agreement, then you will surrender and gift
back the Shares to Xxxxx.xxx. You agree that when requested by
Xxxxx.xxx, you will execute and deliver any documents and perform any
acts reasonably required in order to carry out the intent of this
subsection.
(g) Loan: You acknowledge and agree that the Group made a salary advance
to you, without interest (the "Loan"). You agree to repay the Loan in
accordance with the payment schedule set out under subsection 2(d) of
this Agreement. If this Agreement is terminated for any reason
whatsoever prior to repayment of the Loan, then the Group agrees that:
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(i) it will not deduct the Loan or any interest thereon, if any, from
any salary or other amount due and owing to you under this
Agreement including, without limitation, the Severance Amount;
and
(ii) it will forgive the balance of the Loan and any interest thereon,
if any.
(h) Vacation Entitlement: You will receive paid vacation equal to four
weeks per annum, pro-rated for any partial year of employment. Your
vacation must be taken in accordance with the Group's vacation policy
in effect from time to time.
(i) Medical Insurance and Other Benefits: You will have the same rights as
all other executive employees to participate in any medical insurance,
health insurance, life and accident insurance programs as are now or
may hereafter be established by the Group for the benefit of its
executive employees.
You will have the benefits provided, from time to time, in accordance
with the practise of the Group.
(j) Travel Expenses: The Group will reimburse you for all reasonable
travelling and other out-of-pocket expenses actually and properly
incurred by you in connection with your duties under this Agreement,
provided that you first furnish statements and vouchers for all such
expenses to the Group in a timely fashion.
(k) Location: You will work out of Xxxxx.xxx Canada's office in Vancouver,
British Columbia.
(l) Indemnification and Liability Insurance: The Group agrees, subject to
obtaining any necessary court approval, to indemnify you, your heirs
and personal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment,
actually and reasonably incurred by you, including an amount paid to
settle an action or satisfy a judgment in a civil, criminal or
administrative action or proceeding to which you are made a party
because of being or having been a director or officer of Xxxxx.xxx
Canada or Xxxxx.xxx, including an action brought by Xxxxx.xxx Canada
or Xxxxx.xxx, if:
(i) you acted honestly and in good faith with a view to the best
interests of the Xxxxx.xxx Canada or Xxxxx.xxx, as applicable;
and
(ii) in the case of a criminal or administrative action or proceeding,
you had reasonably grounds for believing your conduct was lawful.
3. Assignment of Interest in Inventions
As consideration for your employment, you covenant and agree as follows:
(a) Disclosure: You will make prompt and full disclosure to the Group of
any discovery, invention, development, production, process or
improvement relating to the Business of the Group, conceived, made,
improved upon or participated in by you, solely or jointly, in the
course of or relating to your employment with Xxxxx.xxx Canada or
Xxxxx.xxx (the "Inventions").
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(b) Assignment: You agree that the Group will hold all Intellectual
Property Rights in respect of the Inventions for the exclusive benefit
of the Group and you agree not to claim or apply for registration or
challenge the Group's registration of any such Intellectual Property
Rights. Your acceptance of the terms of this Agreement constitutes
your absolute, unconditional and irrevocable assignment, transfer and
conveyance of all past, present and future right, title, benefit and
interest in and to all Intellectual Property Rights in respect of the
Inventions. You hereby waive in favour of the Group all claims of any
nature whatsoever that you now or hereafter may have for infringement
of any Intellectual Property Rights for the Inventions so assigned to
the Group. To the extent that copyright may subsist in the Inventions,
you hereby waive all past, present and future moral rights you may
have.
(c) Intellectual Property Protection: By your acceptance you irrevocably
agree the Inventions and all related Intellectual Property Rights will
be the absolute and exclusive property of the Group. The Group may
apply for patent, copyright or other intellectual property protection
in their names or, where such procedure is proper, in your name,
anywhere in the world. You will, at the Group's request, execute all
documents and do all such acts and things considered necessary by the
Group to obtain, confirm or enforce any Intellectual Property Rights
in respect of the Inventions. If the Group requires but is unable to
secure your signature for any such purpose in a timely manner, you
hereby irrevocably nominate, constitute and appoint Xxxxx.xxx and any
duly authorized officer or agent of Xxxxx.xxx (the "Attorney") as your
true and lawful attorney, to act for you and in your behalf and stead
to execute and deliver any such documents and instruments and to do
all other lawfully permitted acts, matters and things to carry out the
intent of this provision, with the same legal force and effect as if
executed or done by you, and for the aforesaid purpose you hereby
grant and give to such Attorney full and absolute power and authority
to do any and all acts, matters and things in respect of the aforesaid
purpose.
(d) Copyrights in Works: Any Works created by you in the course of your
duties as an employee with Xxxxx.xxx Canada or Xxxxx.xxx are subject
to Section 13(3) of the Copyright Act (Canada) and to the "work for
hire" provisions of sections 101 and 201 of the United States
Copyright Law, Title 17 of the United States Code. All right, title
and interest to copyrights in all Works that have been or will be
prepared by you within the scope of your employment will be the
property of the Group. You acknowledge and agree that, to the extent
the provisions of the Copyright Act (Canada) or the copyright laws of
the United States do not vest in the Group the copyrights to any
Works, you hereby irrevocably assign to the Group all right, title and
interest to copyrights which you may have in any Works. You will
disclose to the Group all Works, will execute and deliver all
applications, registrations and documents relating to the copyrights
in the Works and will provide assistance to secure the Group's title
to the copyrights in the Works. The Group will be responsible for all
expenses incurred in connection with the registration of all
copyrights. You hereby waive any moral rights which you may have under
the Copyright Act (Canada) or similar legislation anywhere in the
world or otherwise with respect to the Works.
4. Obligations of Employment
You further covenant and agree as follows:
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(a) Performance and Duty: Throughout your employment you will well and
faithfully serve the Group and use all reasonable endeavours to
promote the interests of the Group. You will act honestly, in good
faith and in the best interests of the Group. You will adhere to all
applicable policies of the Group.
(b) Business of the Group: You will not, during your employment with
Xxxxx.xxx Canada and Xxxxx.xxx, engage in any business, enterprise or
activity that is contrary to or detracts from the due performance of
the Business of the Group.
(c) Confidentiality: You will retain all Confidential Information
developed, utilised or received by each member of the Group in the
strictest confidence and will not disclose or permit the disclosure of
Confidential Information in any manner other than in the course of
your employment with and for the benefit of the Group or as required
by law or a regulatory authority having jurisdiction. You will not use
Confidential Information for your own personal benefit or permit it to
be used for the benefit of any Person other than a member of the
Group, either during your employment with Xxxxx.xxx Canada and
Xxxxx.xxx or thereafter. You will take all reasonable precautions to
prevent any Person from having unauthorized access to Confidential
Information or use of it. In particular, you will not copy, modify or
part with any Confidential Information, in whole or in part, unless it
is required to carry out your duties under this Agreement. All copies
of Confidential Information, and all documents and electronic or other
records which now or hereafter may contain Confidential Information,
are and will remain the exclusive and absolute property of the Group.
(d) Exceptions: Any obligations specified in subsection 4(c) will not
apply to the following:
(i) any information that is presently in the public domain;
(ii) any information that subsequently becomes part of the public
domain through no fault of yours;
(iii) any information obtained by you from a third party with a valid
right to disclose it, provided that said third party is not
under a confidentiality obligation to the Group; or
(iv) any information that was independently developed by you or was
otherwise in your lawful possession prior to receipt from a
member of the Group, other than through prior disclosure by a
member of the Group, as evidenced by your business records.
(e) Restrictions: You agree to comply with all of the restrictions set
forth below at all times during your employment and for a period of
one year after the termination of your employment and this Agreement:
(i) you will not, either individually or in conjunction with any
Person, as principal, agent, director, officer, employee,
investor or in any other manner whatsoever, directly or
indirectly, engage in or become financially interested in an
internet-based Competitive Business. The foregoing will not
prevent you from holding any class of publicly held shares of a
company, partnership or other organization provided that you,
alone or in conjunction with any other Person, will not directly
or indirectly hold more than 5% percent of the shares of any such
class;
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(ii) you will not, either directly or indirectly, on your own behalf
or on behalf of others, solicit, divert or appropriate or attempt
to solicit, divert or appropriate to any Competitive Business,
any Business or actively sought prospective Business of the Group
or any customers with whom any member of the Group has current
agreements relating to the Business of the Group, or with whom
you have dealt, or with whom you have supervised negotiations or
business relations, or about whom you have acquired Confidential
Information in the course of your employment;
(iii) you will not, either directly or indirectly, on your own behalf
or on behalf of others, solicit, divert or hire away, or attempt
to solicit, divert, or hire away, any independent contractor or
any person employed by the any member of the Group or persuade
or attempt to persuade any such individual to terminate his or
her contract or employment with any member of the Group; and
(iv) you will not directly or indirectly impair or seek to impair the
reputation of any member of the Group, nor any relationships that
any member of the Group has with its employees, independent
contractors, customers, suppliers, agents or other parties with
which any member of the Group does business or has contractual
relations.
(f) No Personal Benefit: You will not receive or accept for your own
benefit, either directly or indirectly, any commission, rebate,
discount, gratuity or profit from any Person having or proposing to
have one or more business transactions with any member of the Group,
without the prior approval of the Board of such member of the Group.
(g) Customer Contacts: During your employment you will communicate and
channel to the Group all knowledge, business and customer contacts and
any other information that could concern or be in any way beneficial
to the Business of the Group. Any such information communicated as
aforesaid will be and remain the property of the Group notwithstanding
the subsequent termination of your employment.
(h) Return of Property: Upon termination of your employment, you will
promptly return to the Group all Group property including all written
information, tapes, discs or memory devices and copies thereof, and
any other material on any medium in your possession or control
pertaining to the Business of the Group, without retaining any copies
or records of any Confidential Information whatsoever. You will also
return any keys, pass cards, identification cards or other property
belonging to a member of the Group.
5. Termination
(a) Resignation: If for any reason you should wish to leave the Group, you
will provide the Boards of Xxxxx.xxx Canada and Xxxxx.xxx with two
months' prior written notice of your intention.
(b) With Cause: The Group may terminate your employment at any time for
Cause, immediately after delivery to you by the Board of Xxxxx.xxx of
a notice of termination of your employment for Cause, in which case
you will not be entitled to receive any further amounts (except for
amounts, if any, accrued under this Agreement up to the date of
termination of your employment and unpaid at the date of such
termination), severance
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pay, notice, payment in lieu of notice or damages of any kind and you
will have thereupon released all claims and entitlements thereto,
without limitation.
(c) Without Cause: The Group may terminate your employment without Cause
at any time, by having the Board of Xxxxx.xxx provide you with 30
days' prior written notice. In the event your employment is terminated
pursuant to this subsection 5(c), the Group will pay to you
immediately upon such termination a lump sum amount equal to 12
months' Salary, based on your Salary in effect immediately prior to
such termination (the "Severance Amount").
(d) Constructive Dismissal: If there is a change (other than a change that
is clearly consistent with a promotion) in your position, duties,
title or level of responsibility within the Group without your consent
or a reduction in your compensation, benefits or any other form of
remuneration under this Agreement without your consent, you may
terminate your employment immediately by providing written notice to
the Boards of Xxxxx.xxx Canada and Xxxxx.xxx, within a reasonable
amount of time of the change, specifying that you believe you have
been constructively dismissed. If you terminate your employment
pursuant to this subsection, then you will be entitled to the
Severance Amount.
(e) Limitation: You understand that if your employment is terminated
pursuant to subsection 5(c) or 5(d), then you will be limited to the
Severance Amount and that upon providing you with the Severance Amount
the Group will have satisfied all of its contractual, common law and
statutory obligations. You will not be entitled to receive any further
severance pay, notice, payment in lieu of notice or damages of any
kind and you will not be entitled to receive any further amounts
(except for amounts, if any, accrued under this Agreement up to the
date of termination of your employment and unpaid at the date of such
termination) and you will have thereupon released all claims and
entitlements thereto including, without limitation, any claims and
entitlements under the Employment Standards Act (British Columbia).
The Severance Amount will be subject to all source deductions and
other deductions required to be deducted and remitted under applicable
provincial or federal laws of Canada or Group policy.
6. Agreement Voluntary and Equitable
The parties agree that you each have carefully considered and understand the
terms of employment contained in this Agreement, that the terms are mutually
fair and equitable, and that you each have executed this Agreement voluntarily
and of your own free will.
7. Irreparable Harm
You acknowledge and agree that any breach of section 3, subsection 4(c) or
subsection 4(e) of this Agreement by you will cause irreparable harm to the
Group and in addition to all of the remedies available to the Group by law, the
Group will be entitled to equitable relief including without limitation,
injunctive relief to ensure your compliance with section 3 and subsections 4(c)
and 4(e) of this Agreement.
8. Assignment and Enurement
You may not assign this Agreement, any part of this Agreement or any of your
rights under this Agreement without the prior written consent of Xxxxx.xxx
Canada and Xxxxx.xxx. This Agreement
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enures to the benefit of and is binding upon the parties and their respective
heirs, executors, administrators, successors and permitted assigns.
9. Severability
If any provision or portion of this Agreement is determined to be invalid or
unenforceable for any reason, then that provision or portion will be severed
from this Agreement. The rest of this Agreement will remain in full force and
effect.
10. Entire Agreement
This Agreement contains the whole agreement between the parties with respect to
your employment with Xxxxx.xxx Canada and Xxxxx.xxx, and there are no
representations, warranties, collateral terms or conditions, express or implied,
other than as set forth in this Agreement. This Agreement supersedes any written
or oral agreement or understanding between the parties. No change or
modification of this Agreement will be valid unless it is in writing and
initialled by all parties.
11. Notice
Any notice required or permitted to be given hereunder must be in writing and
will be sufficiently given or made if delivered or sent by registered mail to
the address of the parties set out on page 1 hereof. Any notice so given will be
deemed to have been given and to have been received on the day of delivery if it
is a business day and otherwise on the next succeeding business day or, if
mailed, on the third business day following the mailing thereof (excluding each
day during which there exists any interruption of postal services due to strike,
lockout or other cause). Addresses for notice may be changed by giving notice in
accordance with this section.
12. Non-waiver
No failure or delay by you or by Xxxxx.xxx Canada or Xxxxx.xxx in exercising any
power or right under this Agreement will operate as a waiver of such power or
right. Any consent or waiver by you or by Xxxxx.xxx Canada or Xxxxx.xxx to any
breach or default under this Agreement will be effective only in the specific
instance and for the specific purpose for which it was given.
13. Survival of Terms
The provisions of sections 1, 3, 5 and 7 and of subsections 4(c), 4(e), 4(g) and
4(h) of this Agreement will survive the termination of your employment and this
Agreement.
14. Further Assistance
The parties will execute and deliver any documents and perform any acts
necessary to carry out the intent of this Agreement.
15. Time
Time is of the essence of this Agreement.
16. Governing Laws
This Agreement will be construed in accordance with and governed by the laws of
British Columbia and the laws of Canada applicable in British Columbia.
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17. Counterparts
This Agreement may be executed in two or more counterparts, each of which will
be deemed to be an original and all of which will constitute one Agreement.
XXXXX.XXX (CANADA) ENTERPRISES INC. XXXXX.XXX, INC.
By: /s/ Xxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxxx, President
Name: Xxxxx Xxxxx, Director
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By: /s/ Xxxxxxx X. Camps
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Name: Xxxxxxx X. Camps, Director
-----------------------------
BINGO, INC. REDRUTH VENTURES INC.
By:/s/ Xxxxxx Xxxxxx By: /s/ Xxxxx Xxxxx
--------------------------------- --------------------------------
Name/Title:Xxxxxx Xxxxxx, Director Name/Title: Xxxxx Xxxxx, Officer
------------------------- ------------------------
I acknowledge and accept the terms and conditions of my employment with
Xxxxx.xxx Canada and Xxxxx.xxx as set out above.
DATED this 16th day of April 2001.
/s/ Xxxxx Xxxxxx
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XXXXX XXXXXX
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