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Exhibit 10.13
November 6, 2000
BrainTech, Inc.
102-930 West 1st Street
North Vancouver, B.C.
V7P 3N4
ATTENTION: OWEN JONES
Dear Owen:
RE: LETTER AGREEMENT ("AGREEMENT") REGARDING USE OF OFFICE SPACE AND OFFICE
SERVICES PROVIDED BY SIDEWARE SYSTEMS INC. ("SIDEWARE") TO BRAINTECH, INC.
("BRAINTECH")
The purpose of this letter is to set out the terms and conditions of the
Agreement between Sideware and Braintech regarding Braintech's use of office
space ("Office Space") and office services ("Office Services") provided by
Sideware at 930 West 1st Street, Suite 102, North Vancouver, B.C. ("Sideware's
Office").
Braintech is in the midst of moving from Sideware's Office to new office space,
as well as hiring its own office personnel to provide office services solely for
the benefit of Braintech. Sideware wishes to accommodate Braintech during its
transition period to its new office space by allowing Braintech to continue to
occupy the Office Space at Sideware's Office and to use the Office Services
already provided by Sideware to Braintech at Sideware's Office. Upon BrainTech
ceasing to use any portion of Sideware's Office, Sideware also agrees to
reimburse to BrainTech the sum of US$41,430.00, representing the undepreciated
amount that Braintech contributed to the cost of leasehold improvements at
Sideware's Office, on the terms and conditions set out in this Agreement. In
exchange for use of the Office space and Office Services, Braintech and Sideware
have agreed that Sideware will deduct the amount Braintech is required to pay to
Sideware for use of the Office Space and the Office Services from the sum of
US$41,430.00.
Based on the foregoing, Sideware and Braintech agree as follows:
1. TRANSITION PERIOD
The term of this Agreement is referred to herein as the "Transition
Period", and will be the period during which BrainTech continues to utilize
either the Office Space or the Office Services in accordance with this
Agreement. Sideware and Braintech agree that the Transition Period will not
exceed six (6) calendar months starting from November 1, 2000.
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2. OFFICE SPACE & OFFICE SERVICES
During the Transition Period, Sideware and Braintech agree that:
a. Owen Jones, Ted White, Chantal Murata and Vince Taylor, employees
of Braintech, will be entitled to continue to occupy the Office
Space they presently use at Sideware; and
b. Until Braintech requests that Sideware cease doing so in
accordance with section 3, Sideware will provide Braintech with
the following Office Services:
i. Reception Services;
ii. Accounting Services; and
iii. Investor Relations Services.
(collectively defined as the "Office Services" and
individually as the "Reception Services", "Accounting
Services" and "Investor Relations Services".)
3. PAYMENT FOR OFFICE SPACE & OFFICE SERVICES
a. Subject to 3(b) and 3(c) below and unless Braintech notifies
Sideware prior to the first day of any calendar month that
Braintech no longer requires use of the Office Space or any of
the Office Services described in 2(b) above, Braintech will pay
to Sideware the following fees per month for use of the Office
Space and each of the Office Services:
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i. Office Space $1,000.00
ii. Reception Services $ 650.00
iii. Accounting Services $3,500.00
iv. Investor Relations Services $2,500.00
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(collectively defined as the "Fees" and individually as a
"Fee")
b. Fees payable by BrainTech pursuant to subsection a. will be
deducted from the sum of US$41,430.00, the undepreciated amount
Braintech contributed to the cost of the leasehold improvements
at Sideware's Office.
c. Upon termination of this Agreement, Sideware and Braintech agree
to do the following:
i. If the sum of all of the Fees owed by Braintech to Sideware
for use of the Office Space and any of the Office Services
during the Transition Period is greater than US$41,430.00,
then Braintech will pay to Sideware the difference between
the two amounts; or
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ii. If the sum of all of the Fees owed by Braintech to Sideware
for use of the Office Space and any of the Office Services
during the Transition Period is less than US$41,430.00, than
Sideware will pay to Braintech the difference between the
two amounts.
4. TERMINATION
Sideware or Braintech may terminate this Agreement by giving the other party
written notice not less than five (5) business days before such termination
occurs. Such written notice must be delivered by courier or by facsimile to the
address provided above by Sideware and Braintech. If no such notice is given,
this Agreement will terminate automatically when BrainTech ceases to use the
Office Space and all of the Office Services.
5. FURTHER ASSURANCES
Sideware and Braintech shall execute all documents and do all further things
necessary or reasonably required to give effect to this Agreement.
6. ENUREMENT
This Agreement enures to the benefit of Sideware and Braintech and their
successor and assigns and is binding upon Sideware, Braintech and each of their
successors and assigns.
7. ACTING IN GOOD FAITH
Both parties agree that they will exercise their respective rights under this
Agreement in good faith and in a commercially reasonable manner.
8. NO ASSIGNMENT BY BRAINTECH
BrainTech may not assign any of its rights under this Agreement.
Yours truly, Accepted:
Sideware Systems Inc. BrainTech, Inc.
Per: Per:
"Grant Sutherland" "Owen Jones"
Grant Sutherland Owen Jones
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