EXHIBIT 10.9
SERVICE CONTRACT
THIS AGREEMENT made as of the 28th day of June, 1999, by and between Softnet
Industries Inc., a software development company incorporated under the laws of
the state of Delaware, (hereinafter called the Company) and 743633 Alberta Ltd.
(DBA Computer Assistants) hereinafter called the Contractor.
WITNESSETH
WHEREAS the Contractor is about to be or is engaged by the Company and has or
will thereby become acquainted with the Company's business, records, and other
confidential information; and
WHEREAS the Company is engaged in the business of software and website
development; and
WHEREAS the parties hereto acknowledge that the goodwill of the Company and the
contained patronage of its customers and a list of names, addresses and phone
numbers of the its customers or potential customers or leads constitutes a
principal asset of the Company, the same being acquired through its efforts and
the expenditure of time and money; and
WHEREAS each of the Contractors or associates of the Company hold a position of
trust and confidence and are in large measure enabled by such association to
become acquainted with the many customers, contacts and associates of the
Company, their names, addresses, phone numbers and, with other of the Company's
businesses, security and confidential matters; and
WHEREAS the parties hereto acknowledge the necessity of restrictive covenants
and non-solicitation covenants of the Contractor herein set forth, and for the
reasonable and proper protection of the good will of the Company's business, and
that the same constitutes a material portion of the consideration of engagement.
NOW THEREFORE in consideration of the premises and of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
DUTIES
The Company or its affiliates of subsidiaries engages the Contractor as a
Director of Technology. The Contractor's responsibilities, duty and authority
shall be those commonly associated with such a position including, but not
limited to, the following:
-- manage the Company's technical office and employees thereof
-- oversee and administer the Company's software development
-- direct the Company's, and the Company's licensees, technical
hardware
-- report directly to the president of the company
COMPENSATION
Beginning on the 31st day of July, 1999 the Company shall pay, and the
Contractor agrees to accept as compensation for the services to be rendered
herein, the sum of US$5,000.00 per month. In addition, the Contractor shall
receive the following
-- 62,500 shares on July 1, 1999
-- 62,500 shares on July 1, 2000
-- 62,500 shares on July 1,2001
-- 62,500 shares on July 1, 2002
unless this agreement has been previously terminated by either party. The
Contractor's monetary compensation shall be open to review from time to time
whereupon the Contractor's compensation may increase depending on the
performance of the Contractor.
FURTHER OBLIGATIONS OF THE CONTRACTOR
The Contractor agrees to the following;
a) to exercise and carry out all rules, regulations, duties and policies
of the Company, and observe all such directions and restrictions as
the Company may, from time to time, impose upon the Contractor
b) during the term of this agreement, not to engage in any business,
calling or enterprise which is or may be competitive or contrary to
the welfare, interest or benefit of the business of the Company
c) during the term of this agreement, to provide the services of
Xxxxxxxx Xxxx on a fill time basis to carry out the obligations of
the Contractor. if Xxxxxxxx Xxxx is unable to perform the obligations
contained herein, the Contractor will supply a substitute individual
(it being understood by both parties that the Company, after
reviewing the substitute individual's resume, will have the right to
terminate this agreement if it determines that, in its sole
discretion, the substitute individual does not have the same skills
or qualification as that of Xxxxxxxx Xxxx.
TERM
The services shall begin on July 1, 1999 and shall continue at will until
terminated by either party giving notice. Either party may terminate this
agreement upon fourteen (14) days prior written notice to the other. The Company
reserves the right to terminate this agreement at any time during the first six
(6) months at its sole discretion or at any other time for cause.
CONFIDENTIAL INFORMATION
All confidential information and trade secrets, including by not limited to,
names and lists of clientele or licensees, software, specification, suppliers,
operations or technical manuals, and all information, files and records
referring to, or relating thereto, however maintained are valuable, special and
unique assets of the Company and the sole and exclusive property of the Company.
Any of the projects on which the Contractor works, on behalf of the Company, are
the sole property of the Company.
COVENANT NOT TO COMPETE
Upon termination of the Contractor's services, the Contractor, any of it's
officers or directors, or any individual associated with the Contractor shall
not, for a period of one (1) year, either directly or indirectly, enter into or
engage in the business of software, systems administration, security, or website
development specifically designed for use in Internet gaming.
FURTHER DUTIES OF THE CONTRACTOR
The Contractor guarantees to have a qualified person, acceptable to the company,
available to the Company on a full time basis. The Contractor should be aware
that duties associated with this agreement may involve travel from the Company's
place of business to various locations throughout the world.
DUTIES AFTER TERMINATION OF AGREEMENT
The Contractor further agrees that upon termination of this agreement, the
Contractor will immediately surrender to the Company all samples, licensee
contact information, price lists, brochures, supplier, books and records,
documents, operations or technical manuals, software (either developed or under
development) of or in connection with the Company's licensees or business,
passwords, codes, security technical information and protocols and all other in
the Contractor's possession which belongs to the Company, it being distinctly
understood that all such items, including all software which is or was developed
by the Contractor is the property of the Company.
SERVABILITY
The invalidity or unenforceability of any provision of this agreement shall in
no way affect the validity or enforceability of any other provision.
BENEFIT
This agreement shall insure to the benefit of and be binding upon the Company,
its successors and assigns, and the Contractor and its heirs, executors,
administrators and legal representatives.
SITUS
This agreement shall be construed and governed in accordance with the laws of
the province of British Co1umbia.
PRIOR AGREEMENTS
This agreement supersedes any prior written or verbal agreements
ARBITRATION
Any controversy relating to this agreement or the interpretation thereof shall
be settled by arbitration in the city of Vancouver, B.C., pursuant to the rules
then in play for the province of British Columbia.
ADDRESS
The addresses for each party to receive any formal notice or notices from the
other party are as follows:
iCrystal Inc. 743633 Alberta Ltd. (DBA Computer Assistants)
0000 Xxxx Xxxxxx Xxxxxxx #00, 9520 - 174 Street
Suite l01B Edmonton, AB T5T 5Z3
Xxxxxx, XX X0X 0X0
IN WITNESS WHEREOF the parties hereto have executed this agreement on the date
first written above.
COMPANY
/S/ D. J. Slamko
WITNESS By: /S/ Xxxxx Xxxxx
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CONTRACTOR
/S/ D. J. Slamko
WITNESS By: /S/Xxxxxxxx Xxxx
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