LICENSING AND DISTRIBUTION
AGREEMENT
Between
FACET DECISION SYSTEMS INC.
(being the Licensor of specified software)
AND
HOMEBASE WORK SOLUTIONS LTD.
(as Licensee)
March 7, 1999
LICENSING AND DISTRIBUTION AGREEMENT
BETWEEN
FACET DECISION SYSTEMS INC., a body corporate having an office
and carrying on business in the Province of British Columbia
(hereinafter referred lo as "FDSI")
OF THE FIRST PART
and
HOMEBASE WORK SOLUTIONS LTD., a body corporate
organized under the laws of the Province of Alberta (hereinafter
referred to as Homebase. or the "Licensee")
OF THE SECOND PART
WHEREAS each Of Facet Decision Systems Inc. (the "Licensor") are
engaged in the business of developing and licensing certain software systems;
AND WHEREAS the Licensee Is desirous of obtaining the exclusive
bight to utilize, market and sell the software systems of the Licensor In the
"telework" industry market sector;
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of
the premises, mutual covenants, agreements and warranties hereinafter set forth,
the parties hereto agree as follows:
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ARTICLE 1
INTERPRETATION
1.1 Definitions
In this agreement, Including the recitals, this clause and the
Licensees attached hereto, unless the context otherwise requires, or unless
otherwise defined herein, the following words and phrases shall have the
following meanings:
(1) "Affiliate" has the meaning ascribed thereto in the Securities Act
(Alberta);
(2) "Applicable Law"' means any applicable Canadian federal, provincial, or
local statute, regulation, by-law, and any regulation or order issued
in respect thereof by a Governmental Authority, and the terms and
conditions of any permit, licence, authorization, or approval issued by
a Governmental Authority;
(3) "Associate" has the meaning ascribed thereto in the Securities Act
(Alberta);
(4) "Claims" means any claim, demand, order, action, cause of action,
damage, loss, cost, liability or expense, including reasonable legal
fees and all reasonable costs incurred in investigating or pursuing any
of the foregoing or any proceeding relating to any of the foregoing;
(5) "Closing. means the date upon which the transactions contemplated
herein, being the granting of exclusive licenses to Homebase and the
issuance of Homebase Common Shares to the Licensor
(6) "Closing Date" means 9:00 o'clock a.m., Calgary time, on or such other
date or time as may be mutually agreed to by the parties hereto;
(7) "Confidential Information" means:
(1) Software;
(2) all software materials and component elements directly or
indirectly obtained from the Licensor or either of them
including, without limitation: all definitions of input and
output format, problem structure, statements of objectives and
goals; statements of solution structure and logic; program
algorithms; problem flow charts, coding notes and Instructions
source programs, assembly and compilation notes testing and
debugging notes; object programs; notes relating to program
execution and final production programs; documentation,
technical manuals, operational manuals. user documentation
manuals documents relating to program operation and
maintenance:
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(3) all tangible personal property on which any part of the
foregoing is imprinted or recorded (whether designated
Hardware or "software" or otherwise); and
(4) the proprietary rights attached to i, ii and iii
(8) "CPU" means central processing unit;
(9) "Development Contract" means the contract to be entered into between
FDSI as developer and the Licensee as client for the development of an
application for the FDSI Software
(10) "Dollar" and "$" mean a dollar of lawful money of Canada:
(11) "Effective Date" means 9:00 o'clock a.m., Calgary time, on September
30, 1998;
(12) "Encumbrances" means all encumbrances, mortgages, pledges, liens,
claims, charges, security Interests, restrictive covenants, easements
or other similar Interests of any nature, whether or not consensual:
(13) "Enhancements" means improvements or additions to the Software by the
respective Licensor which add to the Functionality of the Software, as
determined by the respective Licensor;
(14) "FDSI Software. means the data processing programs usually called
"Cause & Effect" and identified In Schedule "A" consisting of a series
of instructions or statements in machine readable form and any related
software materials including, without limitation, flow charts, logic
diagrams and listings provided for use in connection with the data
processing program;
(1) any additional machine readable or printed material not
included in the foregoing from time to time provided by FDSI
to the Licensee: and
(2) all tangible personal property on which any of the foregoing
is imprinted or recorded, whether designated "hardware" or
"software" or otherwise;
(15) "Functionality" means the computer applications which the Software or
any part or It is capable of performing;
(16) "Governmental Authorities" means all applicable Canadian federal,
provincial and municipal agencies, commissions, boards, bureaus,
tribunals, ministries and departments;
(17) "Homebase Common Shares" means the common shares in the share capital
of Homebase, as presently constituted, and includes all shares for
which the common shares of Homebase are changed, reclassified;
subdivided, consolidated or converted into a different number or
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class of shares or otherwise. as a result of a share reorganization,
merger, amalgamation, arrangement or other similar transaction;
(18) "Licence" means the rights and licenses granted to the Licensee
pursuant to Section 2.1;
(19) "Licensee" means Homebase Work Solutions Ltd., a body corporate
organized under the laws of the Province of Alberta,
(20) "Licensor" means FDSI;
(21) "Modifications, Refinements and Updates" means alterations or
refinements made by the Licensor to the Software which do not amount to
Enhancements;
(15) "Persons" means any person, corporation, partnership or other legal
entity;
(16) "Place of Closing" means the office of counsel to the Licensee. or as
otherwise agreed to by the parties hereto;
(17) "Purchase Price" has the meaning ascribed thereto in Section 2.1:
(18) "Right of First Refusal" means a right of first refusal. pre-emptive
right of purchase or similar right (including any requirement to obtain
consent of a third party in order for each of the Licensors to grant
the [exclusive licenses contemplated herein, other than a consent which
by the terms of the applicable agreement cannot be unreasonably
withheld) whereby any party has the right to acquire or purchase She
exclusive rights granted herein as a consequence of the Licensor having
agreed to grant the exclusive rights in accordance with this Agreement
(19) "Royalty Burdens" means all gross and net overriding royalties, net
profits interests, carried interests and all similar burdens and
encumbrances:
(20) "Security interest" means an assignment (including, without limitation,
any assignment of any right to receive income), mortgage, charge.
floating charge, hypothec, pledge, lien, encumbrance, conditional sales
agreement or security interest of any nature or kind;
(21) "Software" means the FDSI Software;
(22) "Software Maintenance Services" or "Maintenance Services" means:
(1) the provision of Modifications, Refinements and Updates to the
Software, and
(2) the remedial maintenance of the Software including all
adjustments, repairs and corrections of all errors in the
Software,
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(23) "Standard Release" means a release of Modifications, Refinement and
Updates from time to time;
(24) "Successors" means successors and includes any successor continuing by
reason of amalgamation or other reorganization and any Person to whom
assets are transferred by reason of a liquidation dissolution,
winding-up or otherwise;
(25) "Tax Act" means the Income Tax Act (Canada), as amended from time to
time:
(26) "Tax Returns" includes all returns, reports, declarations, elections,
filings, Information returns and statements filed in respect of Taxes;
(27) "Taxes" includes all taxes. duties, fees, premiums, royalties,
assessments, imposts, levies and other charges of any kind whatsoever
imposed by any taxing or other governmental authority or agency within
or outside of Canada, together with all interest, penalties or
additional amounts imposed in respect thereof; and
(28) "Telework Market is means the teleworking industry market sector.
1.2 Interpretation
In tints Agreement:
(1) the inclusion of headings and a table of contents are for convenience
of reference only and are not to be considered or taken into account in
construing the provisions of this Agreement or to in any way qualify,
modify or explain the effect of any such provisions
(2) references to an Article, Section or Schedules are references to an
Article, Section or Schedule, as the case may be, in this Agreement
(3) if any term or condition, whether express or implied, of a schedule
hereto conflicts with or is at variance with any term or condition of
the main body of this agreement, the main body of this agreement shall
prevail;
(4) "including" or "including without limitation" when used before a
specific item or list of items in relation to a previous general
description means "including, without limiting the generality of the
foregoing.;
(5) where in this agreement a representation or warranty is made on the
basis of knowledge or awareness, such knowledge or awareness shall be
conclusively deemed to consist of actual knowledge or awareness, as the
case may be, of the officers, directors or employees of the party
making the representations or warranty and does not Include the
knowledge and awareness of any other person or pe rsons;
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(6) words importing the singular shall include the plural and vice versa
and words importing a particular gender shall include all genders;
(7) references to a statute includes the regulations and any other
subordinate legislation made pursuant to that statute and includes any
amendment, consolidation, reenactment, substitution or replacement of
all or any part of such statute, regulation or other subordinate
legislation
(8) all monetary amounts are expressed in Canadian currency;
(9) where a period of time is specified, dated or calculated from a date or
event, the period shall be calculated excluding such date or the date
on which such event occurs, as the case may be; and
(10) where a term is defined in this Agreement, a derivative of that term
shall have a corresponding meaning unless the context otherwise
requires.
1.3 Business Days
If, pursuant to this Agreement, a notice must be given or an
action taken within a specified period or on or before a specified date and such
period ends on, or such date falls on a day that is a Saturday, Sunday or public
holiday, such notice may be given or such action may be taken on the next
succeeding day which is not a Saturday, Sunday or public holiday.
1.4 Schedules
The following Schedules are attached hereto and form a part of
this Agreement:
Schedule "A" -FDSI Software
Schedule "B" -FDSI License Terms and Conditions
Wherever any term or condition, express or implied, of such Schedules conflicts
or Is at variance with any term or condition in the body of this Agreement, such
term or condition in the body of this Agreement shall prevail.
ARTICLE 2
GRANT OF SOFTWARE LICENSE
2.1 Grant of Software License
(i) In consideration of the issue of 6,9t0 Homebase Common Shares to be
delivered to FDSI on the Closing Date subject only to the agreement by
the Licensee to abide by the terms and conditions of this License
Agreement FDSI grants to the Licensee an exclusive right in the
Telework Market (the 'FDSI License") to use and resell the FDSI
software program more
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particularly identified in Schedule "A" (hereinafter referred to as the
"Software') in connection with and incorporated in Software to be
jointly developed by FDSI and Homebase for a period of two (2) years
from the Closing Date and subject to the terms and conditions set out
in Schedule "B" it being understood and agreed that FDSI will be
entitled to receive license fees as per Schedule "B".
The Licensor and Licensee shall deliver such other documents
as may be necessary to complete the transactions provided for in this Agreement.
2.2 Development Agreement
FDSI and Homebase shall enter into the Development Agreement
before or aner the Closing. Under the forms of the Development Agreement, FDSI
will develop an application of the FDSI Software for the specifications to be
defined by Homebase. All rights, title and interest in the developed application
will, subject to the rights of FDSI in the FDSI Software which will form part of
the developed application and will be governed by this License Agreement, belong
to Homebase
2.3 Modifications, Refinements and Updates
As applicable, each of the respective Licensors shall without
additional charge to the Licensee, furnish the Licensee with Standard Releases
of the Software Licensee agrees to accept all Standard Releases and is solely
liable for any loss or damages incurred and assumes all risks resulting from
failure to install and implement the Standard Releases furnished by Licensors.
Upon Licensee's request, the Licensor shall install such
Standard Releases at the Licensee's site and will invoice Licensee at the
Licensor's standard rates for labour and expenses for such installation
services. If, Licensee does not request such Licensor's assistance in
installation, Licensee shall be solely responsible for the installation and
implementation of the Standard Releases.
The Licenser shall not be responsible to Licensee for loss of
use of the Software or for any other liabilities arising frond any alteration,
addition, adjustment or repair that is made by other than authorized
representatives of the Licensor.
2.4 Enhancements and New Application Modules
Enhancements and new computer application modules may be
developed or otherwise acquired by the Licensor from time to time. The
development and acquisition of Enhancements and new application modules,
includingthe nature and timing of same, shall be at the sole discretion of the
Licensor. Enhancements and new application modules may, In Licensor's
discretion, be priced separately and offered to the Licensee at each of the
respective Licensor's then-current price. This Article 2.4 shall in and of
itself, create no obligation on behalf of the Licensor or the Licensee to
develop, acquire or license, as the case may be, Enhancements or new application
modules.
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ARTICLE 3
REPRESENTATlONS AND WARRANTIES
3.1 Licensor's Representations, Warranties and Covenants Generally
The Licensor represents, warrants and covenants to and with
the Licensee that:
(1) Standing: such Licensor is a corporation duly organized and validly
subsisting under the laws of its jurisdiction of incorporation;
(2) Capacity: such Licensor has the requisite power and authority to
conduct its business as now conducted, to license the Software in the
manner provided in this Agreement
(3) Consents and Approv Is: no authorization or approval or other action
by, and no notice to or filing with, any Governmental Authority or
regulatory body exercising jurisdiction over the Software is required
for the due execution, delivery and performance by such Licensor of
this Agreement except those which has been obtained prior to the date
hereof;
(4) No Conflicts: none of the execution, delivery or performance of this
Agreement by such Licensor does or, with the giving of notice or the
lapse of time or both' will:
(1) violate or conflict with any of the provisions of the
constating documents or other governing documents of such
Licensor;
(2) violate or conflict with any provision of any law or
administrative regulation or any Judicial or administrative
order, award, judgment or decree applicable to such Licensor;
(3) conflict with, result in a breach of, constitute a default
under, or accelerate or permit the acceleration of the
performance required by any agreement, covenant, undertaking
or commitment to which such Licensor or any partner comprising
such Licensor is a party or by which such Licensor or any
Affiliate is bound or to which any properties or assets of
such Licensor are subject; and
(4) to the best of its knowledge, the use of such Licensor's
Software, in compliance with the terms and conditions of this
Agreement, will not infringe any patent or copyright of any
third parry; and any updates and modifications to such
Licensor's Software will be developed in a careful, diligent
and workmanlike manner;
(5) Execution and Enforce ability of Documents; this Agreement has been,
and all documents executed and delivered by such Licensor pursuant
hereto shall be' duty executed and delivered by it, and tints Agreement
does, and such documents will, constitute legal, valid and binding
obligations of such Licensor enforceable against such Licensor in
accordance
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with their respective terms, subject to bankruptcy, insolvency,
preference, reorganization, moratorium and other similar laws affecting
creditors rights generally and the discretionary nature of equitable
remedies and defences
(6) Finder's Fee: such Licensor has not incurred any obligation or
liability. contingent or otherwise, for brokers' or finders' fees in
respect of the transaction contemplated herein for which the Licensee
shall have any obligation or liability;
(7) Canadian Resident such Licensor is not a non-resident of Canada for the
purposes of the Income Tax Act (Canada)
(8) Private Company: such Licensor is a Private company" pursuant to the
Securities Act (Alberta) and is not a "reporting issuer" pursuant to
such Act and has no filing or reporting obligations pursuant to any
securities legislation of any jurisdiction;
(9) Lawsuits and Claims: there are no Material claims. violations, alleged
violations, proceedings, actions, lawsuits, administrative proceedings
or governmental investigations in existence, or to the best of such
Licensor's knowledge, contemplated or threatened against or with
respect to such Licensor such Licensor's Software or such Licensor
Interests in the Software which might result In impairment or loss of
such Licensor's Software or such Licencor's interests therein or which
might otherwise materially adversely affect such Licrnsor Software.
Such Licensor is not aware of any existing basis upon which any of such
claims. violations, alleged violations, proceedings, actions or
lawsuits might be commenced by any Person which or which might
materially adversely affect such Licensor's Software;
(10) Rights of First Refusal: the exclusive license rights granted by such
Licensor are not subject to any Rights of First Refusal created, by or
through under such Licensor or of which such Licensor is aware, that
become operative by virtue of this Agreement or the transactions
effected by this Agreement; is
(11) except as stated herein, the Software and all accompanying written
materials are provided "as is without warranty or condition of any
kind, express or implied, including but not limited to implied
warranties or conditions or merchantability or fitness for a particular
purpose and those arising by statute or otherwise in law or from a
usage in the trade. The entire risk as to results and performance of
the Software is with the Licensee. Such Licensor does not warrant,
guarantee or represent that the functions contained In the Software
will meet the Licensee's requirements or that the installation or
operation of the Software will be uninterrupted or error free.
The Licensee acknowlcdges that it has only relied upon the
representations, warranties and covenants contained in Article 3 and not on any
representations, warranties or covenants outside this Agreement and the Licensor
shall have no liability, whether In contract or in tort, In respect of any
statements, Information representations. warranties or covenants made by them
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or their agents or representatives, except liability for the representations,
warranties and covenants contained in Article 3, which liability shall be
subject to the limitations contained in this Agreement.
3.2 Licensee's Representations, Warranties and Covenants
The Licensee hereby represents, warrants and covenants to and
with each Licensor that:
(1) Standing: it is a corporation validly existing and in good standing
under the laws of its jurisdiction of incorporation and is. registered
to do business under the laws of the Province of Alberta;
(2) Capacity the Licensee has good and sufficient power, authority and
right to enter into this Agreement and to complete the transactions to
be completed by the Licensee contemplated hereby and has taken all
requisite corporate action to authorize the due creation and issuance
of the Homebase Common Shares to be issued to the Licensor hereunder,
and, upon completion of Closing pursuant to this Agreement, the
Homebase Common Shares shall be validly issued and outstanding as fully
paid and non-assessable shares in the capital of the Licensee subject
only to the escrow terms set out in Schedule "C" in compliance with all
applicable securities laws and regulations;
(3) Capital the authorized capital of the Licensee consists of an
unlimited number of Homebase Common Shares and an unlimited number of
First Preferred Shares, Series A, of which,
prior to the issue of the Homebase Common Shares to the Licensor
hereunder, not more than 900,000 Homebase Common Shares and 50,000
Homebase First Preferred Shares, Series A are issued and outstanding,
all of which shares are fully paid and non-assessable;
(4) No Conflicts: none of he execution delivery or performance of this
Agreement by the Licensee does or, with the giving of notice or the
lapse of time or both, will:
(1) violate a conflict with any of the provisions of the charter,
articles, bylaws or other governing documents of the Licensee;
(2) violate Of conflict with any of the provisions of any law or
administrative regulation or any judicial or administrative
order, award, judgment or decree applicable to the Licensee;
(3) conflict with, result in a breach of, constitute a default
under, or accelerate or permit the acceleration of the
performance required by any agreement, covenant, undertaking
or commitment to which the Licensee is a party whereby which
it is bound or to which any properties or assets of the
Licensee are subject;
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(5) Execution and Enforce ability of Documents: this Agreement has been,
and all documents executed and delivered by the Licensee pursuant to
this Agreement shall be, duly executed and delivered by it, and this
Agreement does, and such documents will' constitute legal, valid and
binding obligations of the Licensee enforceable against the Licensee in
accordance with their respective terms, subject to bankruptcy,
insolvency, preference. reorganization, moratorium and other similar
laws affecting creditor's rights generally and the discretionary nature
of equitable remedies and defences;
(6) Finder's Fee: it has not incurred any obligation or liability,
contingent or otherwise, for brokers' or finders' fees in respect of
the transaction contemplated herein for which the Licensor shall have
any obligation or liability;
(7) Residence: the Licensee is not a non-resident of Canada within the
meaning of Section 116 of The Income Tax Act (Canada).
3.3 No Merger
There shall not be any merger of any covenant, representation
or warranty in any assignment, conveyance, trans equity or statute to the
contrary offer or Document delivered pursuant hereto notwithstanding any rule of
law, and all such rules are hereby waived.
3.4 Breach
The covenants, representations and warranties of the parties
hereto set forth in Sections 3.1 and 3.2 shall be true or performed as the case
may be at the Closing Date or, if it is to be performed after the Closing Date,
shall be complied with after the Closing Date, but no claim or action commenced
in respect of a breach of any such covenant, representation or warranty shall be
made unless the party making the claim or prosecuting the action has given
written notice of such claim (including reasonable particulars of the
misrepresentation or breach) to the other party hereto within the period of
twelve (12) months from the Closing Date.
3.5 Survival of Covenants
Notwithstanding anything to the contrary herein expressed or
implied, the covenants, representations and warranties set forth in Sections 3.1
and 3.2 are relied upon by the Licensee and the Licensor as being true on the
date hereof and on the Closing Date and, notwithstanding the Closing or
deliveries of covenants, representations and warranties in any other agreements
at Closing or prior or subsequent thereto, the covenants, representations and
warranties set forth in Sections 3.1 and 3.2 hereof shall survive Closing for
the benefit of the parties hereto, subject to Sections 3.4 and 3.6 hereof.
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3.6 Limitations
Notwithstanding anything In this agreement to the contrary,
the Licensee shall have no remedy or cause of action against either of the
Licensor for breach of representation, warranty or covenant or claim for
indemnity, for any circumstance, matter or thing actually known to the Licensee
or any employee, agent, consultant or representative thereof as at the Closing
Date.
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ARTICLE 4
LIABILITIES AND INDEMNITIES
4.1 Licensor's Liabilities and Indemnities
(1) The is icensor shall remain liable for, and shall Indemnify the
Licensee and its directors, officers. servants, agents and employees
harmless from and against. all losses, costs, claims, damages, expenses
or liabilities! suffered, sustained, paid or incurred by the Licensee
or its directors, officers, servants, agents and employees arising as a
direct consequence of the breach, as of the Closing Date, of any of the
warranties and representations of such Licensor (and excluding the
warranties and representations of the other Licensor) contained In this
Agreement and the Licensee shall indemnify the Licensor and its
directors, officers, servants, agents and employees harmless from and
against all losses, costs, claims, damages, expenses or liabilities
suffered, sustained, paid or incurred by such Licensor or its
directors, officers, servants, agents and employees arising out of or
pertaining to or with respect to its Software occurring subsequent to
the Closing Date or as a direct consequence of the breach as of the
Closing Date, of any of the warranties and representations of the
Licensee; excepting, in each case, to the extent that such liabilities
are reimbursed by insurance or are caused by the party claiming
indemnity. Such indemnities shall be deemed to apply to all
assignments, transfers, conveyances, novations and other documents
licensing the Software to the Licensee notwithstanding the actual terms
thereof. Such indemnities shall extend to legal costs on a solicitor
and client basis.
(2) Neither party shall be entitled to any Indemnification in respect of
any matter or thing which is the subject of the indemnity in Section
(a) above unless it shall have given written notice of its claim for
indemnification (including reasonable particulars of the claim) to the
other party. within six (6) months of the Closing Date.
4.2 Subrogation
The Licensor license the Software to the Licensee with full
right of substitution and subrogation of the Licensee in and to all covenants,
representations and warranties of others given to the Licensor, or any of them,
or its 'predecessors in title in respect of the Software or any part thereof.
ARTICLE 5
PROPRIETARY INFORMATION, CONFIDENTIALITY AND RESTRICTIONS OF USE
5.1 Trade Secrets
The Licensee acknowledges that the Software includes
confidential data and know-how which are proprietary trade secrets of the
Licensor. The Licensee shall not disclose such
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data or knowhow to any third party and shall protect such data and know-how from
disclosure by taking reasonable steps to protect the confidentiality of such
data and know-how.
5.2 Licensee's Data
All data furnished by the Licensee, and processed on the
Licensee's CPUs, shall always be and remain the property of the Licensee, Such
data shall not include the software or any part thereof.
5.3 Injunctive Relief
lf the Licensee or any of its employees, agents or
representatives uses, or attempts to use, or disposes of the Software In any
manner contrary to the terms of this Agreement, the Licensor shall have the
right, In additio 1' to such other remedies that may be available to them, to
injunctive relief enjoining such acts or attempts, it being acknowledged that
legal remedies are inadequate.
5.4 Confidential Information"
All information and data, in whatever form, obtained by the
Licensee In respect of the subject-matter of this Agreement (the "Confidential
Information.) shall be held by the Licensee in the strictest confidence and
shall not be disclosed prior to Closing: provided that such Confidential
Information may be disclosed if the disclosure (i) is made with the consent of
all the parties; (ii) is made to an Affiliate of the Licensee; '(iii) is
required by law, by a government or governmental department, ministry, board,
commission or agency or by a court or other tribunal of competent Jurisdiction:
(iv) is required by a securities commission or stock exchange having
jurisdiction over the Licensee or an Affiliate of the Licensee; (v) is in
respect of Information" or data that Is in the public domain at the time of the
disclosure through no fault of the Licensee; (vi) is made on a need-to-know
basis to outside consultants, accounting, business or legal advisors who agree
to maintain the confidentiality of the Confidential Information.
ARTICLE 6
TERMINATION
6.1 Termination
This License Agreement is effective until terminated. The FDSI
License shall be subject to the termination provisions set out in Schedule "D".
6.2 Survival I
All obligations herein regarding confidentiality, secrecy and
disclosure including, without limitation, the provisions of Section 5.4 shall
survive termination of this Agreement.
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ARTICLE 7
GENERAL
7.1 Notice
All notices shall be in writing and shall be sufficiently
given or made if (i) delivered to the intended recipient personally or by
courier during normal business hours on a business day at the intended
recipient's addresses as set forth below; or telecopied to the intended
recipient and
If to FDSI:
Suite 305 - 1505 West 2nd Avenue
Vancouver, British Columbia V6H 3Y4
Attention: David Hawkins
Telecopier (604) 739-7753
If to Homebase:
Suite 901, 112 - 4th Avenue S.W.
Calgary, Alberta T2P
Attention Ken MacLean
Telecopier (403) 237- 047
Any notice given or made in the above-noted manner shall be deemed to have been
given or made and to have been received on the pay of its delivery or
transmission, as the case may be, if such day is a business day and such notice
is received prior to 4:00 p.m., local time, and, if not, on first business day
thereafter. I
7.2 Arbitration
If any master upon which the parties do not agree (6) required
to be referred to arbitration pursuant to the terms hereof or if the parties
agree to refer any matter arising hereunder to arbitration, the arbitration
shall be conducted before a single arbitrator. Any such arbitration, including
the selection of the arbitrator, shall be govern by the Arbitration Act
(Alberta) and the nobles of the Arbitration and Mediation Society of Alberta.
The decision of any such arbitrator shall be final and binding upon the parties
and the fees and costs relating thereto shall be borne and paid in the manner
the arbitrator determines l
7.3 Amendments and Waiver
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All amendments to tints Agreement, and all waivers of any
provision, or the breach of any provision, of this Agreement, shall be made in a
written instrument signed by all of the parties. A waiver shalt affect only the
matter specifically identified in the instrument granting the waiver and shall
not extend to any other matter, provision or breach
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7.4 Remedies Cumulative
No reference to of exercise of any specific right or remedy by
a party hereunder shall prejudice or preclude such party from exercising or
invoking any other remedy in respect thereof, whether allowed at law or in
equity or expressly provided for herein. No such remedy shall be exclusive or
dependent upon any other such remedy but each party may exercise any one or more
of such remedies independently or In combination .
7.5 Further Assurances
At the Closing and thereafter as may be necessary and without
further consideration, parties hereto shall execute, acknowledge and deliver
such other instruments and shall take such other action as may be necessary to
carry out their respective obligation under this agreement.
7.6 Time
Time shall be of the essence.
7.7 Governing Law
This Agreement shall be interpreted, construed and governed in
all respects by the laws of the Province of Alberta.
7.8 Prior Agreements and Amendments
This agreement shall supersede and replace any and all prior
agreements between the parties hereto relating to the licensing of the Software
and may be amended only by written instrument signed by the parties hereto.
7.9 Entire Agreement
This Agreements constitutes the entire agreement of the
parties In respect of the subject matter herein and supersedes all prior oral or
written agreements and understandings of the parties, or any one of them in
relation thereto.
7.10 Assignment
This Agreement may not be assigned by the other party hereto
without the prior written consent of the other party hereto, which consent may
not be unreasonably withheld.
7.11 Enurement
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This Agreement is binding up and shall enure to the benefit of
the parties hereto and their respective successors and permitted assigns.
7.12 Counterpart Execution
This Agreement may be executed in any number of counterparts
each of which shall be an original and all counterparts together shall
constitute a single document.
IN WITNESS WHEREOF the parties have duly executed this
Agreement on the date first written above.
FACET DECISION 8YSTEMS INC.
Per: /s/ David Hawkins
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HOMEBASE WORK SOLUTIONS LTD.
/s/ Ken MacLean
________________________________
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