Exhibit 10.6
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TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
Commercial Technology Ltd
The Old Granary
Hazelwood
North Yorkshire
LS24 9NJ
22 July 1999
Dear Sirs
This letter set out the terms of your Engagement by ITIS Technologies Limited
("Company"), a wholly owned subsidiary of Toucan Gold Corporation Inc
("Toucan").
COMMENCEMENT AND TERM
Your engagement as a consultant will commence on the 22 July 1999 and will be
for an initial period of six months. Thereafter either party may terminate your
engagement by notice in writing of not less than one month.
RESPONSIBILITIES
You will be responsible for providing the services of Ian McNeill to perform
such duties as may be required by the board of directors of the Company, in
particular to manage the financial affairs of the Company, until a full time
financial director is appointed and will provide Ian McNeill to be appointed as
a non-executive director of the Company.
REMUNERATION
Commercial Technology Ltd will be paid a retainer of 3,000 (British Pounds) per
month, and Ian McNeill will be required to work such times as may be reasonably
required in order to fulfil your obligations under the terms of this letter.
As you are aware, the Company intends to carry out a major fund raising exercise
within six months of commencement of trading. When this exercise has been
successfully completed your appointment and duties will be reviewed.
EXPENSES
It is not proposed that the Company will provide a vehicle for your use.
However, the Company will reimburse you for any miles driven on its behalf at
the rates set out in the Inland Revenue's Fixed Profit Car Scheme, which payment
can be made tax free to yourself and any other reasonable and necessary expenses
associated with your engagement.
1
CONFIDENTIALITY
You acknowledge that during the course of your engagement you and Ian McNeill
will have access to confidential information belonging to the Company. You will
not at any time (except in the course of your duties or as maybe required by
law) during or after your enjoyment disclose to a third party or make use of any
confidential information belonging to the Company. Without prejudice to the
generality of the foregoing you acknowledge that the expression "confidential
information" shall include the following namely; information relating to
existing, potential, past or pending business methods, corporate plans,
finances, business opportunities and development projects of the Company or any
associated Company, research activities, trade secrets, inventions, creative
briefs, ideas, computer programs, designs and formulae undertaken, commissioned
or produced on behalf of the Company, all information (including, without
limitation, customer lists) relating to the marketing or sales of any past,
present or future product or service of the Company and any information in
respect of which the Company owes an obligation of confidentiality to a third
party.
INTELLECTUAL PROPERTY
You and Ian McNeill will promptly disclose to the Company and keep confidential
all inventions, copyright works, designs or technical know-how conceived or made
by yourself either alone or with others arising out of your engagement with the
Company. You will hold all such intellectual property in trust for the Company
and will do everything necessary or desirable (at the expense of the Company)
including without limitation, excluding any appropriate documentation to vest
such intellectual property fully in the Company and/or to secure patent or other
appropriate forms of protection for the intellectual property.
To the extent that such intellectual property rights do not vest in the Company
by operation of law or under this Agreement, you hereby assign to the Company
with full title guarantee by way of assignment of present and future copyright
all the rights, title and interest you have or may have in and to all material
written or devised by your pertaining to the operation or business of the
Company resulting from or suggested by any work which you shall so pursuant to
your engagement or has already been done prior to the date of this Agreement and
all rights of action for infringement of such copyright and any renewals and
extensions of them and after that in perpetuity. You hereby appoint the Company
as your attorney for the purpose of executing in your name and on your behalf
all such deeds and documents as may be required to give effect to the provisions
of this paragraph. Decisions as to the protection and exploitation of any
intellectual property shall be in the absolute discretion of the Company. You
agree to waive any moral rights (as defined in the Copyright Designs and Patents
Act 1988) that you may have in relation to such ideas, inventions or works.
GROSS MISCONDUCT OFFENCES
Your engagement with the Company may be terminated immediately by the Company
without prior notice if Ian McNeill shall at any time:
(a) commit any act of gross misconduct or gross incompetence (including but not
limited to breach of confidence or theft);
(b) after prior written warning, repeat or continue any material breach of the
provisions of this Agreement;
(c) commit any act of dishonesty or are guilty of any conduct which brings the
Company into disrepute;
(d) are convicted of any criminal offence (other than a minor road traffic
offence that cannot lead to a custodial sentence);
(e) knowingly infringe or misappropriate any intellectual property of the
Company, including without limitation any trade secrets of any third party.
ACCEPTANCE
Please indicate your acceptance of the term set out in this letter by signing
the enclosed copy letter and returning it to me.
Yours sincerely
/s/ R. Jeffcock
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R JEFFCOCK
CHAIRMAN OF TOUCAN AND FOR AND ON BEHALF OF THE COMPANY
ACCEPTED BY COMMERCIAL TECHNOLOGY LTD
/s/ Ian McNeill
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22 JULY 1999
ACCEPTED AND EXECUTED AS A DEED BY IAN MCNEILL
/s/ Ian McNeill
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/s/ K.R. Parmar
Solicitor