EXHIBIT 10.9
AGREEMENT AND CONTRACT FOR SERVICES
EFFECTIVE DATE: July 1, 1999
BETWEEN:
SPORTSPRIZE ENTERTAINMENT INC., a company carrying on business at 000
X. Xxxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx Xxxxx, Xxxxxxxxxx, X.X.X.
00000
(Hereinafter called "Sportsprize")
XXXXXX XXXXXXXX, who resides at 0000 Xxxxx Xxxxxx, Xxxx Xxx Xxx
Xxxxxxxxxx 00000
(Hereinafter called "Sheridan")
WHEREAS:
X. Xxxxxxxx has considerable experience in Internet Marketing, Promotions and
Start-up Websites.
B. Sportsprize wishes to utilize this expertise to assist the Vice President
of Marketing in his efforts to quickly and efficiently develop the
marketing and promotion of Sportsprize acting as the "Affiliate Marketing
Manager".
In exchange of mutual consideration and promise contained herein, Sheridan
agrees to provide consulting and management services to Sportsprize for a period
of six months, beginning July 1, 1999 and ending January 1, 2000. At the end of
the six months, an additional one -year agreement may be negotiated if mutually
agreed upon by both parties.
SERVICES
Sheridan, acting as Affiliate Marketing Manager, will provide the VP of
Marketing for Sportsprize with assistance with the following:
1. Implement and execute the soft and hard launch marketing strategy of the
Xxxxxxxxxxx.xxx web site.
2. Develop e-commerce partnerships, strategic alliances and cross promotions,
which enhance the web site and improve the corporate revenue model.
3. Oversee, develop and implement the affiliate marketing program and
sponsorship programs for Sportsprize, working closely with the Company's
marketing consultants, Interactive Marketing Inc. and Kaleidoscope Ltd.
[Initials]
4. In his capacity as Affiliate Marketing Manager, Sheridan is expected to
assist, strategize and help the VP of Marketing implement in other areas of
the business on an as needed basis. This could include assisting in
securing additional merchandise supply relationships and other general
business matters, which would be part of the general management team.
COMPENSATION
Sheridan will be compensated as follows:
1. SALARY: $6,667 USD with no deductions per month, starting and payable one
half ($3,333.50) on July 15, 1999, then on the first and fifteenth of each
month ending with the final $3,333.50 USD payment on January 1. If both
parties decide to renew the agreement for an additional year the payment
will continue on the 1st of each month at the $6,667 USD rate.
2. EXPENSES: Expense reimbursements for phone, fax, mail, company travel,
entertainment and secretarial services as needed. Administrative expense
reimbursements will be paid on the last day of each month, beginning August
of 1999. Travel, hotel and entertainment expenses will be reimbursed
immediately.
3. STOCK OPTIONS: Sheridan will also receive as compensation 100,000
free-trading (Subject to SEC Rules & Regulations) options to purchase
common stock at a price of $2.00 per share exercisable in increments of
2,777 shares per month for 36 months. These options will expire after 36
months from the date of the Option Agreement.
It is intended that the options are immediately exercisable at the end of each
month starting in August of 1999, subject to Sportsprize filing an Options Plan
that will qualify options to be exercisable, and subject to the rules of the SEC
regarding exercise and sale of options and shares.
MERGER OR ACQUISITION
In the event of a company merger or acquisition during the initial 6-month
period or during the extended one-year period, then as long as Sheridan is still
employed, all the options will vest immediately.
All options will be subject to adjustment if the Company does a split or reverse
split of its common shares.
CONFIDENTIAL INFORMATION
The parties hereto acknowledge and agree that Sheridan by virtue of employment
with Sportsprize will have access to confidential and secret information or
expiry of the same, for any reason whatsoever, he will not divulge or utilize to
the detriment of the Company and such confidential or secret information so
obtained.
[Initials]
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of
the 8th day of July 1999.
THE COMMON SEAL OF
SPORTSPRIZE ENTERTAINMENT, INC.
Was hereto affixed in the presence of:
/s/ Xxxxxxx X. Xxxxxx
------------------------------ ----------------------------------
Witness XXXXXXX X. XXXXXX, PRESIDENT
SIGNED, SEALED AND DELIVERED
By XXXXXX XXXXXXXX In the presence of:
/s/Witness /s/ Xxxxxx Xxxxxxxx
------------------------------ ----------------------------------
Witness XXXXXX XXXXXXXX
