Exhibit 10.7
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TOUCAN GOLD CORPORATION INC
8201 PRESTON ROAD
SUITE 6000
DALLAS
TEXAS 75225 USA
CMM Ventures Ltd
10 St James Drive
Harrogate
HG2 8HT
22 July 1999
Dear Sirs
This letter set out the terms of your Engagement by ITIS Technologies Limited
("the 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 procuring the services of Barry Jones to perform the
marketing operations of the Company, and to fulfil the position of Marketing
Director Designate.
REMUNERATION
CMM Ventures will be paid a retainer of 3,000 (British Pounds) per month, and
Barry Jones will be required to work 10 days per month in order to fulfil your
obligations under the terms of this letter. Nothing in this Engagement letter
shall preclude Barry Jones from his activities in setting up a new division of
"CCAT Limited" or from carrying out duties as non-executive director of PAS Ltd,
in respect of both activities of which, the Company is aware and gives consent.
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 it is envisaged that Barry Jones will join the Company as
a full time employee in the position of Marketing Director, whereupon he will be
entitled to a salary of 75,000 (British Pounds) per annum, payable monthly in
arrears, his notice period will be extended to an initial period of one year,
followed by a minimum of 6 months notice by either party and he will be required
to enter into a service agreement in a form acceptable to us.
Thereafter it is intended his salary will be reviewed annually by the
remuneration committee composed of the non-executive directors of the main board
of Toucan Technologies Inc.
BENEFITS
Upon his appointment as a full-time employee, the position will carry a number
of additional benefits as follows:
o Sickness Benefit whereby the company will pay his full salary for a period
of up to three months in the event that he is unable to work owing to
illness.
o Permanent Health Insurance which will pay up to 75% of your annual salary
in the event that he is work for a period over 13 weeks.
o Health Care insurance for himself and his spouse/partner.
o Life Insurance for himself, payable in the event of his death while
employed by the Company.
o Pension contribution equivalent to 7.5% of his annual salary, paid into a
private pension scheme of his choice. He may, of course, elect for
additional contributions to be paid out of his salary into the same scheme.
COMPANY VEHICLE
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.
HOLIDAYS
Upon his appointment as a full-time employee, Barry Jones will be entitled to
take 20 days paid holiday in each calendar year, plus statutory holidays. All
requests for holidays should be lodged with the company's chief executive at
least 30 days before the intended commencement date, and unused holidays may not
normally be carried forward from on year to the next.
SHARE OPTION SCHEME
It is proposed that the Company will introduce a share option scheme which will,
subject to agreed performance criteria, enable Barry Jones after he becomes an
employee of the Company to "earn" the right to purchase additional shares in
Toucan Technologies Inc at a preferential price. Full details of the proposed
scheme will be made available before the major fund raising exercise is
completed.
PLACE OF WORK
Your normal place of work will be at the Company's offices located in Yorkshire,
UK, but in the course of your duties Barry Jones will be required to travel both
within the UK and abroad. The reasonable cost of all travel on behalf of the
company will be reimbursed upon presentation of receipts or other proof of
expenditure.
CONFIDENTIALITY
You acknowledge that during the course of your engagement you and Barry Jones
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 engagement 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 Barry Jones 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 during the course of your engagement.
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 executing any appropriate documentation to vest the
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 Barry Jones 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 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 ON BEHALF OF THE COMPANY
ACCEPTED BY CMM VENTURES LIMITED
/s/ B. Jones
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22 JULY 1999
ACCEPTED AND EXECUTED AS A DEED BY BARRY JONES
IN THE PRESENCE OF
/s/ B. Jones
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/s/ K.R. Parmar
Solicitor