CONSULTANT AGREEMENT
THIS AGREEMENT, made as of Nov. 1, 1999, by and between VentureTech, Inc., an
Idaho corporation with its mailing address at PO Box 3255, Reston, Virginia
20195-1255 (hereinafter referred to as "VTEH") and Silk Road Communications Inc.
of 223 Parkside Drive, Port Moody, British Columbia, Canada V3H 4Z8,
(hereinafter referred to as the "CONSULTANT"). In consideration of the
compensation hereinafter agreed to be made and the covenants and agreements
herein contained, the parties hereto mutually agree as follows:
ARTICLE 1
Independent Contractor
The CONSULTANT shall be deemed at all times to be an independent contractor and
the CONSULTANT is not for any purposes an employee or agent of VTEH and the
CONSULTANT agrees not to make any representation to the contrary. The CONSULTANT
understands and agrees that as an independent contractor he does not have any
authority to sign contracts, notes, obligations, to make any purchases or to
acquire or dispose of any property on behalf of VTEH unless otherwise directed
in writing by an officer of VTEH.
ARTICLE 2
Character and Extent of Services
The CONSULTANT shall provide consulting services in connection with VTEH's
business and technical strategies. The services to be performed shall include,
but not be limited to the following:
Research relevant third party technologies. Evaluate and test third party
technologies.
Perform comparative analysis of competing third party gaming systems. Conduct
technical due diligence on third party technologies. Maintain and update web
site contents for VTEH.
Operate VTEH central web server and e-mail server. Research emerging e-commerce
and Internet security protocols. Assist marketing in product and strategic
planning.
Internet connection administration (e.g. domain registration, payment, tracking,
etc.) Attend off-site visits and trade conferences. Monitor message bulletin
board threads as they relate to VTEH. Provide technical guidance to VTEH
management.
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ARTICLE 3
Period of Performance
This Agreement and the services hereunder shall commence as of the date of
execution and continue for a period of one year unless otherwise terminated by
either party with fifteen (15) days written notice. The period of performance
may be extended by the mutual consent of the parties.
ARTICLE 4
Compensation
In full monetary consideration for this Agreement and the services to be
performed by the CONSULTANT hereinunder, VTEH will pay the CONSULTANT the sum of
$ 6,000.00 US per month payable in two $ 3,000.00 installments per month.
Reasonable travel, living and other incidental expenses shall be reimbursed with
the prior approval of VTEH.
ARTICLE 5
Payment and Invoicing
CONSULTANT shall submit invoices to VTEH together with such supporting
documentation as VTEH may reasonably require. Invoices shall be submitted to the
Chief Operating Officer. Terms of payment to CONSULTANT are payable upon receipt
of invoice.
ARTICLE 6
Assignment and Subcontracting
CONSULTANT's obligations authorized under this Agreement are not assignable or
transferable and CONSULTANT agrees not to subcontract any of the work authorized
hereunder without prior written approval of VTEH.
ARTICLE 7
Publication
Publication of information directly derived from work performed or data obtained
in connection with services rendered under this Agreement must first be approved
in writing by VTEH.
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ARTICLE 8
Patents
The CONSULTANT shall furnish VTEH with complete information on any invention or
discovery made or conceived by the CONSULTANT in the course of, or in connection
with, or under the terms of this Agreement. VTEH shall have the sole power to
determine the disposition of the title to and the rights under any application
or patent that may result. The judgment of VTEH on these matters shall be
accepted as final and the CONSULTANT agrees that she will execute all documents
and do all things necessary or proper to carry out the judgment of VTEH,
including compliance with VTEH's request for conformance to its policies and
procedures pertaining to the filing of foreign patent applications.
ARTICLE 9
Ownership of Work product
All technical data, evaluations, reports and other work product of CONSULTANT
hereunder shall become the property of VTEH and shall be delivered to VTEH upon
completion of services authorized hereunder. The CONSULTANT hereby releases any
and all claim, right or interest including any claim, right or interest arising
out of or recognized under Title 17 of the United States Code relating to
copyrights, which the undersigned has or may have, now or in the future,
relating to such work product.
ARTICLE 10
Legal Requirements
CONSULTANT shall secure all licenses or permits required by law and shall comply
with all ordinances, laws, rules, and regulations pertaining to his services
hereunder.
ARTICLE 11
Guarantees and Warranty
CONSULTANT warrants and guarantees that the work performed hereunder shall be in
accordance with generally accepted professional standards.
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ARTICLE 12
Proprietary Information
CONSULTANT shall not, either during or after the term of this Agreement,
disclose to any third party any confidential information relative to the work of
the business of VTEH and/or any affiliated corporations, without written consent
of VTEH. VTEH representatives shall at all times have access to the work for
purposes of inspecting same and determining that the work is being performed in
accordance with the terms of the Agreement.
ARTICLE 13
Waiver
The failure of VTEH to insist on strict performance of any of the terms and
conditions hereof shall not constitute a waiver of any other provisions or any
default to the CONSULTANT. The terms and conditions of this Agreement shall
survive the period herein stated.
ARTICLE 14
Notices
Any notice or other communication required or permitted to be given by or in
connection with this Agreement shall be deemed duly given if and when delivered,
in person, to the person whom such notice is directed, or if and when deposited
in the U.S. certified or registered mail, postage prepaid and return receipt
requested, or delivered to a recognized private courier service, fee prepaid,
and addressed to the party to which such notice is directed at the address set
forth below for such party, or at such other address as such party may have
designated in a writing given to the other parties hereto in like manner.
To: VTEH To: Silk Road Communications Inc.:
Attn: Chief Financial Officer Attn: Victor Jung
VentureTech, Inc. 223 Parkside drive
11480 Sunset Hills Road Port Moody, British Columbia
Suite 110E Canada V3h 4Z8
Reston, Virginia 20190
ARTICLE 15
Governing Law
This Agreement shall be governed by and construed in accordance with the
substantive laws of the state of Virginia, USA.
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ARTICLE 16
Entire Agreements and Amendments
This instrument constitutes the entire Agreement between the PARTIES covering
the subject matter defined herein. No modifications or amendments shall be valid
unless stated in writing and signed by the PARTIES.
IN WITNESS WHEREOF, THE PARTIES hereto have caused this Agreement to be duly
executed in their respective names:
FOR VentureTech, Inc. FOR Silk Road Communications Inc.
Agreement Executed By: Agreement Executed By:
/s/ William Baker /s/ Victor Jung
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William Baker Victor Jung - President
Chief Financial Officer
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