EXHIBIT 6.3
AGREEMENT
This agreement is entered into as of this _____ day of _______________,
200___, by and between E-data Corporation, hereinafter below, as the context may
indicate, sometimes referred to as "Employer" or Client," a corporation
organized and existing in good standing under the laws of Utah, and
____________________, hereinafter below, as the context may indicate, sometimes
referred to as "Employee" or "Consultant," and if other than a natural born
person, organized and existing in good standing as a __________, under the laws
of --------------------.
WHEREAS Employer/Client desires to hire/retain Employee/Consultant to
provide services relating to those aspects of Employer's/Client's business as
are described and set forth in Appendix A hereto, and
WHEREAS Employee/Consultant wishes to serve Employer/Client as an
Employee/Consultant by providing services relating to those aspects of
Employer's/Client's business as are described and set forth in Appendix A
hereto,
NOW, THEREFORE, in consideration of the mutual premises, representations,
and covenants herein contained, the parties hereto agree as follows.
1. That Employee/Consultant shall render to Employer/Client those services
reasonably related to, and normally constituting an integral part of, the
package of services expected from an Employee/Consultant of the indicated rank
authority, and/or responsibilities of the party filling the position described
in Appendix A hereto, and carry the title of ___________________, and
2. That the term of this contract shall be for a period of one year
commencing on the date both parties hereto shall have executed same with the
intent to be bound, with any party signatory hereto that is not a natural person
having the authority to sigh for, and to bind, the entity such signatory
represents, and
3. That compensation to Employee/Consultant hereunder shall be as set forth
in Appendix B hereto, and
4. That extraordinary expenses incurred by Employee/Consultant hereunder,
to the degree reasonably possible, shall be separately itemized and paid in cash
by employer/Client within ninety days of submission by Employee/Consultant, and
5. That Employer represents that it has in place Officers' and Directors'
liability insurance covering its officers and directors as described in Appendix
C hereto, and
6. That Employee/Consultant represents that by signing the instant contract
it will not be in breach of any contractual, statutory, or regulatory
prohibition or standard of conduct with respect to conflict of interest or
otherwise, and that by signing the instant contract and/or performing hereunder,
it is not thereby in violation of any judgement, decree, or order of any
federal, state, municipal, or foreign court, department, commission, or agency
claiming jurisdiction either over one or both of the parties hereto or the
subject matter of their indicated prospective relationship, and
7. That the parties hereto covenant that it is their individual and joint
strict intention and solemn obligation to maintain the highest possible
standards of absolute confidentiality with respect to all information to which
they may become privy as a result of becoming party to the instant agreement,
and that in the event of any actual or prospective breach of said freely
undertaken obligation of confidentiality, the aggrieved party hereunder, or any
party not a direct signatory hereto but claiming derivative protection
hereunder, may xxx to enforce its rights hereunder and to seek both compensatory
damages and equitable relief in any court having appropriate jurisdiction, and
8. That in those cases where the instant contract governs a consulting
relationship, as opposed to an employment relationship, between the parties, the
Consultant shall not be authorized either to obligate Client legally without the
express written consent of Client, or to hold Consultant out as having the
authority legally to bind Client, and
9. That where the declared intent of the instant contract is only to create
a consulting relationship between the parties, under no circumstances shall the
instant contract be construed as creating a partnership, limited partnership,
joint venture, agency relationship, or traditional employment, and
10. That any dispute arising under this Agreement shall be decided by
arbitration under the then-existing laws of the State of New York.
NOW, THEREFORE, IN WITNESS WHEREOF, the parties have hereunto set their
hands.
E-data Corporation Employee/Consultant
by _____________________ by _____________________
Printed name and title Printed name and
applicable title
APPENDIX A
Title or rank of non-E-data party with respect to instant contract:
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Nature of services to be performed hereunder:
Qualifications of party or parties to provide such services.
APPENDIX B
Employee/Consultant shall be compensated hereunder as follows:
Cash salary/fee in the amount of $ __________ per contract year, payable
monthly in arrears. Cash bonus salary/fee at the rate of $ __________ per
__________, in arrears, for each __________ in which Employee/Consultant
personally achieves the following levels of individual performance
_________________, and at the rate of $ __________ per __________, in arrears,
for each ____________________ in which Employer/Client achieves the following
results as an entity: ___________________________________.
(Optional insert) In addition, special compensation, in the form of
restricted common stock of Employer/Client shall be awarded Employee/Consultant
at the rate of __________ shares per _______________, in arrears, in which
Employer/Client and/or Employee/Consultant achieves the following quantifiable
results:
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(Optional addition) In the event that Employee/Consultant originates a
transaction, out of the ordinary course of daily business of Employer/Client,
between Employer/Client and some third party, which transaction actually closes,
then, in such case, Employer/Client shall compensate Employee/Consultant for
such origination by payment of bonus cash and/or restricted shares of
Employer/Client as follows: dollar denominated percentage of cash, number of
shares, market value of shares (using percentage of market value), or value of
consideration changing hands.