EMPLOYMENT AND CONFIDENTIALITY AGREEMENT
THIS AGREEMENT is made as of the "1st" day of "December", 1999.
BETWEEN:
CARTA RESOURCES LTD., a company incorporated under the laws of British Columbia
and having its registered and records office at 1488 - 1090 Georgia Street,
Vancouver, B.C. V6E 3V7
(the "Company")
OF THE FIRST PART
AND:
PAUL DICKSON, of 1004 - 1122 Gilford Avenue, Vancouver, B.C. V6B 1N2
("Dickson")
OF THE SECOND PART
WHEREAS:
The Company wishes to engage Dickson to provide services as an
employee of the Company as further set out herein-,
NOW THEREFORE this Agreement witnesses that in consideration of the mutual
premises herein contained, the receipt and sufficiency of which is hereby
acknowledged by the parties, the parties hereto agree as follows:
1. Interpretation For purposes of this Agreement, "employment" means
the provision of services to the Company as a consultant and independent
contractor. This Agreement applies in respect of all services provided or to be
provided by Dickson to the Company or any of its affiliates from time to time.
2. Employment The Company hereby employs Dickson as a consultant and
independent contractor and Dickson hereby undertakes such employment by the
Company upon and subject to the terms and conditions of this Agreement.
3. Termination The Company may, after two years from the date of this
Agreement, terminate Dickson's employment hereunder at any time for any reason
on one-month's written notice to Dickson, and may terminate Dickson's employment
hereunder at any time by written notice for just cause.
4. Specific Duties Dickson will perform all technical duties for and on
behalf of Quotes Canada Financial Network Ltd., a subsidiary of Carta Resources
Ltd.
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5. Remuneration In consideration for the services to be provided by
Dickson hereunder, the Company will, subject to any applicable policies and
approvals of the Vancouver Stock Exchange, pay Dickson $2,500 per month during
the teri-n of his employment, such employment commencing the beginning of the
month following the date that regulatory approval to the Company's acquisition
of Quotes Canada Financial Network Ltd. is received. Neither the Company nor
any affiliate of the Company will be obliged to pay Dickson any other
remuneration or compensation for his services to be provided hereunder and will
not be responsible for providing Dickson with any employee benefits or costs.
The parties agree that bonuses may be paid to Dickson from time to time upon the
successful performance of Quotes Canada Financial Network Ltd.
6. Reimbursement Upon presentation of detailed and reasonable invoices
in format and on a timely basis as required from time to time by the Company and
on such further terms as communicated from time to time by the Company, the
Company will reimburse Dickson for all reasonable out-of-pocket expenses as may
be incurred by him in connection with his services under this Agreement, such
reimbursement to include but not be restricted to travel, long distance
telephone and fax charges and required entertainment.
7. Confidential Information In this Agreement, "Confidential
Information" means any information (including, without limitation, any formula,
pattern, device, plan, process, or compilation of information) which
(a) is, or is designed to be, or is capable of being, used in the business
of the Company including financial or tax-related information, or which results
from the research or development activities of the Company, and
(b) is private or confidential in that either it is not generally known or
available to the public or is identified by the Company by notation thereon or
other sufficient means to be Confidential Information or was otherwise
understood or should reasonably have been taken to be confidential,
including, without limiting the generality of the foregoing,
(c) all proprietary information licenced to or acquired, used or developed
by the Company including but not restricted to information in respect of
concepts, designs, know-how, formulas, processes, research data and proprietary
rights in the nature of trade secrets, copyrights, patents, trademarks and
industrial designs, and
(d) all information relating to the Corporation's business, and to all other
aspects of the Corporations' structure, personnel, and operations, including
financial or tax information, marketing, advertising and commercial strategies,
customer and supplier lists, agreements and contractual records, correspondence,
and any other information, records, files, drawings, tapes, documents, tools,
and data that may not be generally known.
8. Use of Confidential Information Dickson will not, without the prior
written consent of the Company, either during the term of his employment (except
in the course of his employment) or thereafter:
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(a) use any Confidential Information, other than as is necessary to perform
Dickson's services hereunder, or disclose any Confidential Information or remove
or aid in the removal of Confidential Information or any communications,
property or material which relates thereto from the premises of the Company; and
(b) permit, and will take all reasonable precautions necessary or prudent to
prevent, communications, property or material containing or referring to
Confidential Information from being disclosed to or discovered, used or copied
by any third party-,
whether such communication, property or material containing, referring to or
relating to Confidential Information was received by Dickson after or before the
date of this Agreement.
9. Property of the Company All right, title and interest in and to
Confidential Information is and will remain the Corporation's, and all right,
title and interest in and to inventions, improvements or tangible discoveries,
patentable or not ("Inventions"), relating to or useful in the business of the
Company or which, in the opinion of the Company, may become the subject of
experimentation, investigation, research, development, manufacture or sale by
the Company, is and will be the sole and exclusive property of the Company, and
Dickson hereby transfers, assigns and quit-claims any right to or interest in
all such Inventions and Confidential Information, howsoever or whenever acquired
by Dickson, to and in favour of the Company and their successors and assigns.
10. Idem Dickson and Dickson's personal representatives will at any and
all times hereafter, whenever requested to do so by the Company and at the
expense of the Company, and whether or not then in the employ of the Company, do
all such acts and things, execute and deliver all such documents, applications,
assignments and other writings and participate in all such proceedings, whether
litigious or otherwise, as are properly and reasonably required to vest fully in
the Company or its successors or assigns title to all such Inventions and
Confidential Information and to enable the Company or its successors or assigns
to apply for, obtain, maintain and enforce, in Canada and in all or any other
countries, patents relating to such Inventions or any portion thereof
11. Deliveries on Termination Immediately upon termination of Dickson's
employment with the Company, or at any previous time when so requested, Dickson
will deliver to the Company all records, files, drawings, tapes, equipment,
materials and other documents of whatever kind and any copies thereof (including
personal notes or memoranda) which contain or in any way relate to any
Confidential Information or Inventions and which are in Dickson's possession or
control.
12. Non-Competition As and from the commencement date of Dickson's
employment with the Company Dickson will not, directly or indirectly:
(a) advise any person not to do business with the Company,
(b) solicit customers of the Company, or
(c) induce or attempt to persuade any person to terminate an employment or
consulting relationship with the Company.
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13. Equitable Remedies Dickson acknowledges and agrees that a breach by
Dickson of any of the obligations under this Agreement would result in damages
to the Company that could not be adequately compensated for by monetary award.
Accordingly, in the event of any such breach by Dickson, in addition to all
other remedies available to the Company at law or in equity, the Company will be
entitled as a matter of right to apply to a court of competent jurisdiction for
such relief by way of restraining order, injunction, decree or otherwise, as may
be appropriate to ensure compliance with the provisions of this Agreement.
14. No Conflicting Obligations Dickson has no agreements with or
obligations to others with respect to the matters covered by this Agreement or
concerning the Confidential Information or Inventions that are in conflict with
anything in this Agreement.
15. Further Assurances Each party will execute and deliver such further
agreements, deeds, instruments and documents and do such further acts and things
as the other party may reasonably request to evidence, carry out or give full
force and effect to the intent of this Agreement.
16. Severability Each provision of this Agreement is declared to be a
separate and distinct provision and to be severable from all other such separate
and distinct provisions. If any provision herein is determined to be void or
unenforceable in whole or in part, it will not be deemed to affect or impair the
enforceability of validity of any other provision of this Agreement or any part
thereof
17. Binding Agreement Dickson agrees that this Agreement will be
binding upon his successors, heirs and administrators.
18. Assignability This Agreement and all benefits hereunder may be
assigned by the Company.
19. Governing Law This Agreement will be construed and enforced in
accordance with the laws of British Columbia and the laws of Canada applicable
thereto.
IN WITNESS WHEREOF the parties have executed this Agreement as of the day and
year first above written.
CARTA RESOURCES LTD.
Per:
Authorized Signatory
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Signed, Sealed and Delivered
by Paul Dickson in the presence of: )
)
)
Witness (Signature) )
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Name (please print) )
)
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Address )
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City, Province ) /s/ PAUL DICKSON
