TERMINATED ON: November 27, 2000
THIS AGREEMENT dated for reference the 14th day of February, 2000
BETWEEN:
SSA COUPON LTD., a company duly incorporated and validly existing under the laws
of British Columbia, and having offices at 1230B 4700 Kingsway, Burnaby, British
Columbia, V5H 4M1
(the "Company")
AND:
BRIAN NADJIWON, software programmer, of 2964 East Pender Street, Vancouver,
British Columbia, V7M 1G4
(the "Contractor")
WHEREAS:
A. The Company is in the internet business and deals with web search engines
and data bases and from time to time requires the services of computer
programmers.
B. The Contractor is an experienced computer programmer.
C. The Company has agreed to retain the Contractor to provide it with
programming services on a contract basis and the Contractor has agreed to
provide his services to the Company on the terms and conditions hereinafter set
forth.
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained, the parties covenant and agree, each with the other, as
follows:
1. The Company hereby engages the Contractor to provide html, database and
other computer programming services to the company and to render his computer
programming services as set out herein to the Company during the term of this
Agreement and the Contractor hereby accepts these terms and undertakes to
perform all the duties and obligations assumed by him hereunder.
2. The Contractor shall furnish the services required to assist the Chief
Technical Officer of the Company in the development, testing, upgrading, and
correction of computer programs and data bases as may be requested of the
Contractor by the Company from time to time.
3. The Contractor's duties shall include developing specifications for
software programs, writing, testing, correcting and otherwise generally
developing software and internet communication programs, developing and writing
web pages and web sites, uploading html programs on to the internet, training
persons in the use of software developed by the Company,
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backing up software programs, inputting data to data bases, and other general
computer operation and programming services and shall perform all other duties
related thereto as are generally provided by a computer programmer subject
always to the instructions and directives of the management of the Company.
4. The Contractor shall assist and report to Dana Shaw, the Chief of
Programming and the Chief Technical Officer of the Company, or such other
delegates of the Company as may be designated by the President from time to
time.
5. The Contractor shall submit oral or written reports in such form and to
such persons as the President or Chief of Programming of the Company may from
time to time direct.
6. The Contractor shall devote the whole of his working time, attention and
ability to the business and affairs of the Company unless otherwise consented to
in writing by the Chief of Programming and shall use his best efforts to promote
the interests of same.
7. The Contractor agrees to use his best efforts to carry out his duties and
obligations hereunder and to protect and promote the business and affairs of the
Company and the Contractor shall perform the services required to be provided by
him hereunder conscientiously and to the full limit of his ability, and shall
well and faithfully serve the Company during the continuation of this Agreement
and he shall promptly and faithfully comply with all reasonable requests,
instructions, directions, rules and regulations of the Company.
8. The Contractor shall not, during the term of this Agreement or at any
time thereafter, disclose to any person, firm or corporation (other than to
related corporations, to the professional advisors of the Company and to
governmental boards and authorities as may be required from time to time), any
information concerning the business affairs of the Company, which the Contractor
may have acquired in the course of or incidental to this Agreement or otherwise,
whether for his own benefit or the detriment, or intended or probable detriment,
of the Company.
9. The Contractor agrees that all aspects of the Company's business is
confidential and that all computer programs, technique algorithms, software and
processes contained in the software and all information relating to software
disclosed to, accessed or received by the Contractor from the Company whether
received orally, in writing, or in any other form, are and will be treated by
the Contractor as the confidential proprietary information of the Company. The
Contractor will exercise at least the same degree of care to safeguard the
confidentiality of the Company's business and its software and such information
as the Contractor would exercise to safeguard his own confidential information.
The Contractor will take all steps necessary to ensure that the software and
such information is not disclosed to any person without the prior written
consent of the Company and the Contractor will not copy, reproduce, manufacture
or in any way duplicate all or any part of the software whether or not modified
or translated into another language without the prior written consent of the
Company.
10. The Contractor agrees that all information delivered or to be delivered
to him and any specifications, software, or concepts prepared by the Contractor
on the Company's behalf or software or data loaded into the Company's computers
by the Contractor are and will remain the property of the Company and the
Contractor acknowledges that all information delivered to the
<PAGE>
Contractor by the Company is delivered in confidence. The Contractor shall not
disclose or communicate any of the information to any person, firm, association,
corporation or business without the Company's consent. The Contractor will hold
all such material and information in confidence and will not disclose any
portion thereof to others or use, duplicate or copy any portion thereof except
as may be necessary for performing work for the Company and only on the
condition that such other similarly agree to maintain confidentiality and to
respect the Company's ownership thereof. The Contractor will not, without the
Company's prior written consent, use or permit the use of any such material or
information except for the Company's benefit and for the purposes as
contemplated herein and the Contractor will not revise, copy, reproduce,
publish, distribute or sell any such material or information or any copy
thereof. The Contractor will not use the information as the basis for the
design or creation of any similar computer programs or otherwise. The
Contractor will return to the Company any or all copies of such material and
information and any revisions, reproductions or copies thereof when requested.
The Contractor will treat all information as confidential and will take all
reasonable precautions to ensure against any breach of confidentiality.
12. The Contractor will only use the Company's computers for Company work
and will not use the Company's computers for personal work and will not load any
software without the Chief Technical Officer's prior approval, will not password
or encrypt any data on the Company's computers except with the Chief Technical
Officer's prior approval in which event the password will be provided to the
Chief Technical Officer.
13. The services of the Contractor may be terminated by the Company at any
time for just cause and the term "just cause" where used in this Agreement shall
mean any termination by reason of:
(a) any act or omission by the Contractor, which he knew, or should have
known, would, and does, adversely affect the Company or any subsidiary or
affiliate, or any of their operations unless the doing of such act or such
omission was first discussed with and approved by the directors of the Company,
(b) any criminal or fraudulent conduct (if proved in a court of competent
jurisdiction or final adjudication) of the Contractor which shall adversely
affect the Company,
(c) the bankruptcy or insolvency of the Contractor or the taking by the
Contractor of the benefit of any statute or law governing the affairs of
insolvent persons,
(d) the failure of the Contractor to diligently and properly carry out any
instructions (having regard to the capacity in which the Contractor shall then
be serving the Company) or advice given to him by the Chief or Programming or
the President of the Company (or by any person designated by the President as
having authority to give such instructions or advice) or the failure by the
Contractor to abide fully by the reasonable policy decisions from time to time
of the President of the Company,
(e) the Contractor's failure to abide by all of the covenants, terms and
conditions of this Agreement so as to be found in breach of any covenant herein,
<PAGE>
(f) the use, by the Contractor, of alcohol or other non prescription or
recreational drugs, on the Company's premises or prior to coming to the premises
such that the Contractor is still under the influence of alcohol or such drugs,
(g) the Contractor's failure to be generally available to carry out the
Contractor's obligations hereunder,
(h) the Contractor's inability to perform the required tasks,
(i) recognizing the fact that the Company is a wholly owned subsidiary of a
public corporation, any act by the Contractor that may put the Company and its
parent in disrepute or that is likely to be detrimental to the parent
corporation's hare market value, or
(j) the Company's lack of need or requirement for the Contractor's further
services including such lack of need arising out of the Company's
dissatisfaction of the Contractor's services.
14. This Agreement shall commence on the 17th day of February, 2000, and
continue until terminated by either party on two week's notice or by the company
for just cause.
15. The Company shall pay the Contractor for the Services, $3,000 per month,
inclusive of GST if applicable, payable in equal bi-monthly instalments on, or
on the nearest banking day prior to, the 15th and last day of each month.
16. The Contractor will maintain time sheets and record the services
provided to the Company thereon and shall provide the Company with invoices for
his services at the end of each week.
17. Notwithstanding that the Contractor is an independent contractor and is
not an employee of the Company, the Company agrees that in addition to the
remuneration described in paragraph 15, the Company will allow the Contractor to
participate all medical, dental, disability and other employee benefit plans
which the Company may from time to time establish or make available to its
regular employees.
18. The Company shall be entitled to, and shall own, solely and exclusively,
all the results and proceeds of the Contractor'' services and all rights of
every kind therein and, without limiting the generality of the foregoing, the
Company will own all intellectual property rights in any work performed by the
Contractor pursuant to this Agreement including the intellectual property in any
and all works created by the Company based in whole or in part on the software
written or programmed by the Contractor, including any modifications,
adaptations, transformations, revisions, improvements, enhancements,
translations or variations of the such software. For the purpose of this
Agreement, intellectual property rights shall mean:
(a) All rights, title and interests in all copyright and, moral rights in
the software expressed in any material form whatsoever;
<PAGE>
(b) All rights, title and interests in all confidential information and
trade secret rights arising under the common law, provincial law, federal law
and laws of foreign countries and related to proprietary and confidential
information embodied in the software;
(c) All rights, title and interests in all trademarks and trade name rights
under the common law, provincial law, federal law and laws of foreign countries
relating to the software; and
(d) All rights, title and interest in any and all inventions embodied in the
software including all modifications, enhancements and improvements thereto
whether or not patentable.
19. Nothing herein contained shall be deemed to constitute a partnership
between, or a joint venture by, the parties and neither party shall hold itself
out contrary to the terms of this paragraph by any means whatsoever. Neither
party shall be bound by or become liable for any representation, commitment, act
or omission whatsoever of the other contrary to the provisions hereof. It is
specifically agreed that the Contractor is an independent contractor and not an
employee of the Company and that the Employee Standards Act, the employee
provisions of the Income Tax Act and other statutory provisions relating to
employees do not apply to the contractual relationship between the Company and
the Contractor. Notwithstanding the foregoing, the Contractor may be deemed to
be an employee or the Contractor may choose to be an employee and in the event
that the Contractor should become or be deemed to be an employee of the Company,
the provisions of this Agreement shall continue to be binding upon the
Contractor as part of the terms of his employment. In the event that the
Contractor becomes an employee of the Company, the Contractor acknowledges and
agrees that the Company will deduct and remit amounts for income tax, Employment
Insurance and Canada Pension Plan as required by the Canada Customs and Revenue
Agency.
20. Any notice required or permitted to be given to either of the parties
pursuant to this Agreement shall be in writing and shall be deemed to be duly
given if delivered by hand or mailed by prepaid registered post at any postal
station in Vancouver, British Columbia, addressed to the party concerned at the
address first set out at the beginning of this Agreement or at such other
address or addresses as the parties hereto may from time to time, by notice in
writing, advise the other and any such notice if delivered shall be deemed to
have been given on the date of delivery and if mailed, shall be deemed to have
been given 48 hours after posting as aforesaid (exclusive of Saturdays, Sundays
and statutory holidays); provided that if there shall be a postal strike,
slowdown or other labour dispute which may affect the delivery of such notice
through the mail between the time of mailing and the actual receipt of notice,
then such notice shall only be effective if actually delivered.
21. No waiver by either party of the breach of any provisions of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same or similar nature.
22. Neither this Agreement, nor any of the rights, benefits or obligations
arising from or out of the terms of this Agreement shall be assignable by either
party hereto without the written consent of the other party hereto.
<PAGE>
23. The provisions of this Agreement shall enure to the benefit of and be
binding upon the legal personal representative of the Contractor and the
successors and assigns of the Company respectively.
24. If any covenant or provision herein is determined to be void or
unenforceable in whole or in part it shall not be deemed to affect or impair the
validity of any other covenant or provision hereof.
25. The Contractor acknowledges and agrees that the intellectual property of
the Company has particular and substantial value that may not be protected by a
monetary judgment and may require injunctive or other equitable relief to
protect and the Contractor consents to such an injunction being obtained against
him by the Company on the termination of this Agreement if reasonably considered
necessary by the Company and if the Agreement is terminated and the Contractor
fails to return his keys to the Company's premises or passwords computer data in
breach of this Agreement, then the Contractor will be liable to the Company for
all costs and expenses of changing locks, pass words or other security and all
costs and expense of obtaining an injunction or otherwise enforcing this
Agreement against the Contractor.
IN WITNESS WHEREOF the parties hereto have hereunto caused these presents
to be executed the day and year first above written.
SIGNED, SEALED AND DELIVERED BY SSA COUPON LTD. in the presence of its duly
authorized signatory:
/s/ signed
SIGNED, SEALED AND DELIVERED by BRIAN NADJIWON in the presence of:
Name
Address
---------------
Occupation BRIAN NADJIWON
<PAGE>
THIS AGREEMENT dated for reference the 16th day of May, 2000
BETWEEN:
FETCHOMATIC.COM ONLINE INC., the successor in name to SSA, COUPON LTD. a company
duly incorporated and validly existing under the laws of British Columbia, and
having offices at 1521 - 56th Street, Delta, British Columbia, V4L 2A9
(the "Company")
AND:
BRIAN NADJIWON, software programmer, of 2964 East Pender Street, Vancouver,
British Columbia, V7M 1G4
(the "Contractor")
WHEREAS:
A. By a contract made as of February 14, 2000, (the "Contract") the Company
retained the Contractor to provide it with programming services on a contract
basis at the rate of $3,000 per month.
B. The parties have agreed to amend the Contract to increase the rate to
$5,600 per month.
NOW THEREFORE in consideration of the mutual covenants and agreements
herein contained, the parties covenant and agree each with the other, as
follows:
1. The Contract is hereby amended by deleting the figures $3,000.00 in
paragraph 15 and replacing them with the figures $5,600.00 effective May 16,
2000.
2. In all other respects the parties ratify and confirm the Contract.
IN WITNESS WHEREOF the parties hereto have hereunto caused these presents
to be executed the day and year first above written.
SIGNED, SEALED AND DELIVERED BY fetchOmatic.com Online Inc. in the presence of
its duly authorized signatory:
/s/ signed
Vice President
<PAGE>
SIGNED, SEALED AND DELIVERED by BRIAN NADJIWON in the presence of:
Name
Address
---------------
Occupation BRIAN NADJIWON
