1
1
MANAGEMENT AGREEMENT
THIS AGREEMENT made as of the 15th day of February, 1999.
BETWEEN:
FORMQUEST INTERNATIONAL, LTD. A company incorporated under the laws of
the State of Delaware
(herein called the "Company")
OF THE FIRST PART
AND
BLUE WAVE PRODUCTIONS LTD., a company incorporated under the laws of
the Province of British Columbia
(herein called "Blue Wave")
OF THE SECOND PART
WHEREAS the Company and Blue Wave are desirous that the Company retain the
services of Blue Wave and Blue Wave has agreed to such retainer on the terms and
conditions hereinafter set forth.
AND WHEREAS Xxx and Xxxx Xxxxx are shareholders of Blue Wave.
NOW THEREFORE, in consideration of the mutual promises set forth herein, the
parties hereto agree as follows:
1.0 APPOINTMENT AND DURATION OF SERVICE
1.1 The Company hereby retains Blue Wave to provide certain services to the
Company, and Blue Wave hereby accepts such appointment, on the terms
and conditions herein contained.
1.2 The Blue Wave shall provide management services to the Company as
follows:
(a) Xxx Xxxxx: to act as President of the Company and provide full time
management services towards the daily operations of the Company;
2
2
(b) Xxxx Xxxxx: to act as Vice President of the Company and provide full time
services towards overseeing the development of software and coordinating
technical support.
1.3 The appointment of Blue Wave shall be for a term which shall commence
on the February 15, 1999 and shall continue for a period of 5 years
thereafter. This agreement may be renewed for a new term by the mutual
written consent of the Blue Wave and the Company.
1.4 Blue Wave agrees that Xxx and Xxxx Xxxxx will act as members on the
Board of Directors of the Company.
2.0 REMUNERATION
2.1 The Company shall pay to Blue Wave, by way of remuneration for the
services performed hereunder for the term of this Agreement, a fee in
the amount of $15,000 United States dollars ("USD") per month.
2.2 The Company shall reimburse Blue Wave for any reasonable expenses it
incurs in performing its duties hereunder.
2.3.1 The Company shall pay Blue Wave for services rendered to 573795 B.C.
Ltd. (a subsidiary of the Company) commencing January 1, 1999 to
February 15, 1999.
3.0 DUTIES
3.1 Blue Wave agrees with the Company that during the continuance of this
Agreement Xxx Xxxxx shall:
(i) oversee the day to day operations of the Business;
(ii) put into practice and follow the Company's business plan;
(iii) declare any conflicts of interest and refrain from taking part
in any decisions where he might be seen to have a conflict of
interest.
3.2.1 Blue Wave agrees with the Company that during the continuance of this
Agreement Xxxx Xxxxx shall:
(i) oversee the development of the Company' software;
(ii) oversee the continual support of the Company's software; and
(iii) oversee the development of new products and improvements to the
Company's software;
3
3
4.0 TERMINATION
4.1 This Agreement shall terminate at the end of the term as set out in
paragraph 1.3 above. In the event that the Company does not intend to
renew this Agreement, it shall give Blue Wave 90 days notice of its
intention to not renew.
4.2 In addition to the above, the Company may terminate the retainer of
Blue Wave for just cause at any time without notice and without any
payment of any remuneration to it whatsoever save and except
remuneration actually earned to the date of such termination. For the
purposes of this paragraph 4.2, "just cause" shall mean that Xxx Xxxxx
and/or Xxxx Xxxxx have performed their duties in a grossly negligent
manner.
4.3 Blue Wave may terminate this Agreement upon 90 days written notice to
the Company.
5.0 ARBITRATION
5.1 Any dispute, difference or question which may arise at any time
hereinafter between the parties touching on the true construction of
this Agreement shall, unless otherwise herein expressly provided, be
referred to and settled by binding arbitration under the Commercial
Arbitration Act of British Columbia and in accordance with the rules of
the British Columbia International Commercial Arbitration Centre. The
place of arbitration shall be Vancouver, British Columbia. One
impartial arbitrator shall be appointed under the Commercial
Arbitration Act. The case shall be administered by the British Columbia
International Commercial Arbitration Centre in accordance with its
"Procedures for Cases Under the B.C.I.C.A.C. Rules". Judgement on the
Arbitral award may be entered in any court in the Province of British
Columbia or in any court having jurisdiction. The parties hereby waive
all defences as to personal jurisdiction, venue and sovereign immunity
from attachment, exception and jurisdiction in any proceeding to
confirm or enforce the award. The party who prevails at arbitration
shall be paid his/its full costs and attorney fees by the other party.
The laws of the Province of British Columbia shall govern all issues
during the arbitration. The decision of the Arbitrator shall be final
and finding on the parties herein.
6.0 NOTICE
6.1. All notices, requests, demands and other communications required or
permitted hereunder, or desired to be given with respect to their
rights or interests herein, assigned or reserved, shall be deemed to
have been properly given or delivered, when delivered personally or
sent by registered mail or sent by electronic communication with all
postage or other charges fully prepaid, and addressed to the parties
respectively as follows:
4
4
(a) To Blue Wave:
Xxxxx 000, 0000 Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
(b) To the Company:
00 Xxxx 0xx Xxxxxx,
Xxxxxxxxx, X.X. X0X 0X0
or such other address as any Party may specify by notice in
writing to the other.
6.2 Any notice delivered on a business day, or sent by electronic
communication on a business day, will be deemed conclusively to have
been effectively given on the date notice was delivered or transmitted.
6.3 In the event of an interruption in postal service, any notice sent by
prepaid registered mail will be deemed conclusively to have been
effectively given on the third business day after posting; but if at
the time of posting or between the time of posting and the third
business day thereafter there is a service, then the notice will not be
effectively given until actually delivered.
7.0 GENERAL
7.1 This Agreement contains the entire agreement of the parties hereto and
supersedes any prior written or oral agreements between them concerning
the subject matter contained herein. There are no representations,
agreements or understandings, oral or written, between the parties
hereto or with any third parties, relating to the subject matter
contained in this Agreement, which are not fully expressed herein, and
this Agreement, or any part thereof, can only be modified by a written
instrument executed by all of the parties hereto.
7.2 Any provision of this Agreement which is declared unlawful or
unenforceable by a Court of competent jurisdiction shall not affect any
other provision herein.
7.3 A waiver or breach of any provision of this Agreement shall not
constitute a waiver or breach of any other provision and the balance of
the Agreement shall remain in full force and effect.
7.4 This Agreement shall be binding and enure to the benefit of the heirs,
personal representatives, successors and permitted assigns of the
parties hereto.
7.5 This Agreement shall be governed by and be interpreted in accordance
with the laws of the Province of British Columbia.
5
5
7.6 This Agreement shall not be assigned, amended, changed or modified or
any provision thereof waived or discharged except by the written
consent of all of the parties hereto.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first written above.
FORMQUEST INTERNATIONAL, LTD.
Per: /s/ [SIGNATURE]
---------------------------------
BLUE WAVE PRODUCTIONS LTD.
Per: /s/ [SIGNATURE]
---------------------------------