EXHIBIT 10.3
Fleishman-Hillard Inc.
International Communications
360 Bay Street, Suite 600
Toronto, Ontario
Canada M5H 2V6
Tel: 416-214-0701
Fax: 416-214-0720
FLEISHMAN-HILLARD CANADA INC.
CONTRACT LETTER OF AGREEMENT
This agreement is entered into this 21 day of August, 2000, by and between Imagis
Technologies hereafter referred
to as Client and Fleishman-Hillard Canada Inc.
hereafter referred to as F-H.
Client agrees that they have engaged F-H as of the date above to furnish
services at the Client's request.
Client agrees to compensate F-H for such services, and Client also agrees to
compensate F-H for any applicable out-
of-pocket expenses, together with a
standard agency commission of 17.65%, as may incurred on behalf of Client
in
the course of F-H's performance of services. The estimated total of such out-of-
pocket expenses is agreed upon
on a project basis during this time period.
Client agrees to pay F-H within 45 days of date of invoice. F-H reserves the
right to charge interest up to 18 percent
per annum on all amounts more that
60 days outstanding.
All materials produced at Client's expense by F-H shall be the property of F-H
until F-H receives Clients payment in
full for the cost of all rnaterials
and other out-of-pocket expenses plus all fees due.
Client may designate as confidential any information that it provides to F-H
under this Contract. F-H shall not
disclose such information without Client's
permission. F-H may, however, disclose such information to its
employees,
counsel, and other professional advisors if it believes that disclosure is
required in connection with F-H's
provision of services hereunder. F-H may also
disclose confidential information to the extent required by applicable
law or
judicial or administrative order. F-H may, without Client's approval, disclose
its representation of Client to
other actual and potential F-H clients.
Indemnification.
(a) Indemnification by F-H. F-H shall
indemnify the Client and its officers, directors, employees, and agents
against any all claims, liabilities, damages or costs and against any demands,
settlements, or judgments
(collectively, the "Claims") arising directly or
indirectly from or in connection with any claim of libel, slander,
defamation,
copyright infringement, misappropriation of ideas, or invasion of rights of
privacy arising from any
materials prepared by F-H on the Client's behalf.
However, indemnification provided by this paragraph (a) shall not
be applicable
to any Claim arising from any such materials that were prepared or approved by
Client or any of its
employees, agents or independent contractors.
...cont./2
.../cont.
(b) Indemnification by Client. Client agrees
to indemnify F-H, and its officers, directors, employees, and
agents against any and all Claims (i) arising from or in connection with materials
that were prepared or approved by
client or any of its employees, agents, or
independent contractors, or (ii) except as provided in paragraph 7(a) of this
Contract, arise directly or indirectly from or in connection with F-H's performance
of its obligations under this
Contract, provided, however that this clause (ii)
shall not apply to Claims arising from F-H's gross negligence or
criminal conduct.
(c) Notice. Upon either party's obtaining
notice of actual or possible
Claim for which it may be entitled to indemnification, it shall give prompt
written notice of the Claim to the other
party hereto. Failure to give such notice by the informed party shall not
constitute a waiver of such party's right to
be indemnified as provided herein.
Client and F-H upon mutual agreement may enter into a formal contract at any time.
Upon the signature of such
formal contract, this letter of agreement will be
terminated and superseded by such formal contract.
BY /s/ Sandra Buschau
Director & Corporate Secretary
Imagis Technologies
BY /s/ Jane Shapiro
Senior Vice President & Partner
Fleishman-Hillard Canada Inc.
FLEISHMAN-HILLARD CANADA INC.
CONFIDENTIALITY AGREEMENT
AGREEMENT made this 21 day of August 2000, by and between Fleishman-
Hillard Canada Inc. (F-H) and Imagis Technologies (herein after "the client").
WTTNESSETH:
WHEREAS, F-H is or will be involved in providing investor and/or public relations
proposals and/or related services for the client and
WHEREAS, in connection with such activities, F-H may be given access to certain
confidential information pertaining to the client's products and/or proposed products and its
business in general; and
WHEREAS, preserving the confidentiality of such information is of the utmost
importance to the client and F-H;
NOW, THEREFORE, in consideration of the opportunity to participate in the efforts of
F-H to develop and produce the aforementioned investor and/or public relations proposal and/or
material and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, F-H hereby agrees as follows:
F-H shall keep in strictest confidence all confidential information regarding the client and the
client's products and proposed products, and all information regarding its business in general,
and all information regarding the client and its business, that F-H receives directly or indirectly
in connection with or as a result of working on a proposal and/or program for the client's
investor and/or public relations matters. "Confidential information" shall mean that information:
- which relates to the client's business and research plans and activities and legal or financial
matters; and or
- which has been identified to F-H at the time of disclosures as the confidential information of
the client. It shall also mean deliverable items or written or descriptive matter, including
drafts and associated materials, F-H shall not publish, communicate, divulge, disclose, use
or make nay of such confidential information accessible to anyone for purpose, other than
working on the development and production of the client's investor and/or public relations
proposals and/or materials, except if authorized officials of the client or of F-H with the
client's written authorization, or becomes generally available to the public other than
through a violation of this Agreement by F-H or any associate of F-H.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the
date above written.
FLEISHMAN-HILLARD CANADA INC.
IMAGIS TECHNOLOGIES INC.
By: /s/ Anne Lachance
By: /s/ Sandra Buschau
Anne Lachance
Sandra Buschau
Senior Vice President
Director & Corporate Secretary
