EXHIBIT 5.2
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CONTRACT FOR SERVICES
This Agreement made as of this 23rd day of June , 1999.
BETWEEN:
XXxxxxxxx.xxx, INC., a body corporate incorporated under the laws of
the State of Nevada, and having its head office at Vancouver, British
Columbia
(herein called the "Company")
OF THIS FIRST PART
AND:
THE DROMOND TECHNOLOGIES GROUP (as represented by its principals,
Xxxxxxx XxXxxx and Xxxxx Xxxxxxx), a body corporate incorporated under
the laws of the Province of British Columbia, and having its head
office at Vancouver, British Columbia
(herein called "Dromond")
OF THE SECOND PART
W H E R E A S:
A. The Company is engaged in providing computer support services using the
Internet, and
B. Dromond possesses expertise and experience in the Company's areas of
business.
NOW THEREFORE, in consideration of the premises and the mutual terms, covenants
and conditions hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are acknowledged by the parties, the
parties agree as follows.
ARTICLE 1
TERMS OF ENGAGEMENT
1.1 ENGAGEMENT AND TERM
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The Company retains the consulting services of Dromond commencing on June 23,
1999. The initial term of this Agreement (the "Initial Term") shall be from June
23, 1999 to December 31, 1999. This Agreement shall be automatically renewed for
successive twelve (12) month periods unless either party notifies the other in
writing no less than ninety (90) days prior to December 31, 1999, in the case of
the Initial Term, or the end of the current twelve (12) month extension period,
of such party's desire to terminate this Agreement.
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1.2 DUTIES
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Dromond will serve the Company as an independent consultant and will provide the
mind and management of the Company and perform such further consulting services
as may from time to time be assigned to it by the Board of Directors (the "Board
of Directors") of the Company subject always to the control and direction of the
Board of Directors. Dromond will be responsible for all day to day operations,
including, but not limited to,
(a) the negotiation, execution and implementation of all contracts and
agreements on behalf of the Company;
(b) hiring, supervision and firing of any employee of the Company;
(c) engaging with and coordinating with all legal, accounting and other
professional agents of the Company; and
(d) reporting to the Board of Directors on a regular basis respecting the
Company's affairs.
Dromond agrees that during the term of this Agreement it will assign Xxxxxxx
XxXxxx ("XxXxxx") and Xxxxx Xxxxxxx ("Macbeth") on a full-time basis to perform
the services contemplated herein. The parties agree that, initially, XxXxxx will
be appointed as President of the Company, and Macbeth as the Secretary of the
Company. Such appointments shall be subject to the discretion of the Board of
Directors, and XxXxxx and/or Macbeth may be assigned additional or alternate
offices or removed from such offices, as the Board of Directors, in its sole
discretion, may determine.
1.3 REMUNERATION
------------
In consideration of the services to be rendered to the Company by Dromond, the
Company will pay to Dromond $16,600 per month plus applicable taxes.
1.4 BONUSES AND OPTIONS
-------------------
Bonuses and stock options shall be granted to Dromond by the Company based upon
the level of performance of Dromond in providing the services outlined above.
Such bonuses and stock option grants will be made in amounts and at times as may
be determined by the Board of Directors in its sole discretion. All grants of
stock options shall be made subject to the Company's stock option plan and
applicable securities legislation. Dromond acknowledges that stock option grants
may be made, at the Company's discretion, directly to XxXxxx and Macbeth, in
their capacity as officers of the Company.
1.5 PERFORMANCE BASED OPTIONS
-------------------------
The Company acknowledges and agrees that Dromond, as an initial founder of the
Company, will be entitled to receive performance based options to be earned out
in the manner provided for under the rules and policies of such stock exchange,
if any, upon which the Company's shares may be listed, and the policies of the
applicable securities regulatory authorities. Dromond acknowledges that such
performance based options may be subject to escrow or pooling agreements and
agrees that it will enter into such agreements where required by the applicable
regulatory authorities or the Company. Such options may be granted directly to
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XxXxxx and Macbeth instead of to Dromond.
1.6 EXPENSES
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The Company will reimburse Dromond for reasonable out-of-pocket expenses
incurred by Dromond in the performance of its duties hereunder.
1.7 CONFIDENTIALITY
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Except as required by law, Dromond will not during the term of this Agreement or
any time thereafter disclose to any person, firm, or corporation other than a
Director or officer of the Company or their respective subsidiaries or
affiliates, any information concerning the confidential affairs of the Company,
whether for his own benefit or to the detriment, or intended or probable
detriment, of the Company. Dromond agrees that it will enter into such
confidentiality and non-competition agreements and it will cause XxXxxx and
Macbeth to enter into such agreements as the Company may reasonably require.
ARTICLE 2
TERMINATION
2.1 TERMINATION BY COMPANY
----------------------
This Agreement may be terminated by the Company by notice in writing to Dromond
at any time during the term hereof, in any of the following events:
(a) for cause, in which event Dromond will be entitled to a seven (7) day
notice or, at the sole discretion of the Company, to be paid the
equivalent termination pay in lieu of such notice; or
(b) if XxXxxx and Macbeth are unable as a result of sickness, accident or
other mental or physical disability to perform his duties hereunder
for a period of more than six (6) consecutive months and, in the
reasonable opinion of the Board of Directors based on medical
evidence, it is unlikely that XxXxxx and Macbeth will be capable of
resuming such duties within the foreseeable future, in which event
Dromond will not be entitled to any notice period,
For the purposes hereof "for cause" will include fraud, misappropriation, theft
or embezzlement of any of the Company's property or any of its subsidiaries'
property, any material breach of the provisions of this Agreement by Dromond,
incompetence, including gross or chronic misconduct or gross or chronic neglect
of duties by Dromond or public conduct of Dromond which causes substantial
detriment to the Company's reputation.
2.2 TERMINATION BY DROMOND
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This Agreement may be terminated at the option of Dromond upon sixty days
written notice to the Company for any reason whatsoever.
2.3 DEATH
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For greater certainty, the death of both XxXxxx and Macbeth will automatically
terminate this Agreement as of the date of the later of such deaths.
2.4 OTHER TERMINATION BY COMPANY
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This Agreement may be terminated at the option of the Company forthwith upon
written notice to Dromond for any reason whatsoever (other than for those
referred to in Section 2.1) or without reason, provided however that, if this
Agreement is terminated prior to the expiry of the Initial Term, or any
extension thereof pursuant to Section 1.1, the Company forthwith, upon such
written notice, pay to Dromond $60,000, as termination payment and as
consideration for the full release and discharge by Dromond of any rights,
claims, recourse or rights of action which Dromond has or may have against the
Company or any of its subsidiaries in connection with, or in respect of this
Agreement or otherwise, including, without limitation, any salary, bonus, or
remuneration and their benefits arising under this Agreement or otherwise, and
as full and final settlement thereof, whereupon the Company and its subsidiaries
will be provided with a final release and discharge in respect of such rights,
recourse, claims or rights of action.
2.5 EFFECT OF TERMINATION
---------------------
Upon termination of this Agreement except for a termination for cause, Dromond
will be entitled without limitation to all remuneration, rights and privileges
which have accrued to Dromond up to the date of such termination, including
reimbursement for out-of-pocket expenses for which it is entitled to
reimbursement pursuant to Section 1.6.
ARTICLE 3
MISCELLANEOUS
3.1 NOTICE
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Any notice, direction or other instrument in writing required or permitted to be
given under the terms of this Agreement will be sufficiently given to the party
to whom it is addressed if delivered or forwarded by prepaid mail, cable,
telecopy or telex.
TO THE COMPANY AT: 00xx Xxxxx, Xxxxx Xxxxxxx Xxxxxx
000, Xxxxxxx Xxxxxx
X.X. Xxx 00000, Xxx. Xxxxxxx Xxxxxx
X0X 0X0
TO DROMOND AT: 00000 00X Xxxxxx
Xxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
or to such other addresses as either party may furnish to the other from time to
time. Every such notice will be deemed to have been received, if mailed, on the
fifth (5th) business day after it was so mailed and otherwise on the day such
notice was delivered, cabled, telecopied or telexed.
3.2 GOVERNING LAW
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This Agreement will be governed by and construed in accordance with the laws of
the Province of British Columbia, and each of the parties hereby irrevocably
attorn to the jurisdiction of the courts of the province of British Columbia.
3.3 HEADINGS
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The headings employed in this Agreement have been inserted for convenience of
reference only, and will not affect the construction of interpretation of this
Agreement.
3.4 NON-ASSIGNMENT
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This Agreement will not be assignable by either party without the prior written
consent of the other.
3.5 SEVERABILITY
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Should any covenant or provision herein be determined to be void or
unenforceable in whole or in part, it will be deemed not to affect or impair the
enforceability or validity of any other covenant or provision hereof, but this
Agreement will so far as is practicable be construed as if such invalid or
unenforceable provision were omitted.
3.6 INDEPENDENT CONTRACTOR
----------------------
The Company and Dromond hereby acknowledge and agree that Dromond is performing
services hereunder as an independent contractor for the Company and that nothing
in this Agreement shall be construed to create a relationship of employer and
employee, principal and agent, partners or joint ventures between the Company
and Dromond. The Company shall not be required to make any deductions from any
payment made to Dromond hereunder, whether for state, federal or foreign income
tax purposes, including but not limited to social security, income tax
withholding, unemployment or disability insurance and other payroll tax
requirement. Dromond will not be entitled to receive any vacation or illness
payments. Dromond agrees that it shall be responsible for any and all other
taxes and other payments due on any payment received by Dromond from the Company
pursuant to the terms of this Agreement. Dromond will indemnify the Company and
hold it harmless from and against all claims, damages, losses and expenses,
including reasonable fees and expenses of attorneys and other professionals,
relating to any obligation imposed by law or regulation on the Company for
income, franchise or employment taxes or payments on any compensation to
Dromond, excluding such payments which are imposed on the Company by law, as the
employer's contribution towards such payments.
The Dromond acknowledges that as an independent contractor the Company will not
be responsible for and will not acquire, for or on behalf of Dromond, or others
for whom Dromond is responsible, insurance of any kind and, as such, Dromond
agrees, to the extent that it deems necessary, to maintain adequate insurance to
protect Dromond (and employees of Consultant) from the following: (a) claims
under worker's compensation and state disability acts; (b) claims for damages
because of bodily injury, sickness, disease or death which arise out of any
negligent act or omission of Dromond; and (c) claims for damages because of
injury to or destruction of tangible or intangible property, including loss of
use resulting therefrom, which arise out of any negligent act or omission of
Dromond. This section shall not preclude the Company from obtaining insurance
for any of its officers.
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3.7 ARBITRATION
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In the event that any dispute arises among the parties with reference to the
termination of employment of Dromond, and upon which the parties cannot agree,
then such dispute will be referred to a board of three arbitrators in accordance
with the provisions of the Arbitration Act British Columbia or other or similar
legislation in force in the province of British Columbia, from time to time.
IN WITNESS WHEREOF the parties have caused this Agreement to be executed the day
and year first above written.
XXxxxxxxx.xxx, Inc.
Per: /s/ Xxxxxxx XxXxxx
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THE DROMOND TECHNOLOGIES GROUP
Per: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Per: /s/ Xxxxxxx XxXxxx
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Xxxxxxx XxXxxx
