THIS CONTRACT SERVICES AGREEMENT MADE AS OF: JANUARY 1, 1998
BETWEEN:
TITAN TRADING ANALYTICS INC., a company duly
incorporated under the laws of the Province of
British Columbia, and having an office at 201
Selby Street. Nanaimo, British Columbia, V9R 2R2
(hereinafter referred to as "Titan")
AND:
MICHAEL GOSSLAND AND ASSOCIATES, professional
software developers, having an office at 5966 Broadway
Road, Nanaimo, British Columbia, V9V 1C9
(hereinafter referred to as "Gossland")
WITNESSES THAT WHEREAS:
A. Titan is and has been engaged in the development of artificial
intelligence ("AI") technologies, research, development, marketing
and sale of financial software, the development of AI based
financial trading systems, and proposes to develop an AI based
wireless financial messaging service;
B. Gossland has experience in software design and engineering,
financial trading software system research and development,
computer systems configuration and maintenance, technical trouble
shooting, software technology security, and matters related to the
foregoing (the "Services"), and has since September 1, 1994 been
providing the Services to Titan as an independent contractor under
an oral arrangement entered into in that connection; and
C. the parties consider that it would be in their mutual best
interests to reduce the terms of the oral arrangement to writing,
and to amend the Fee payable pursuant to clause 2.1 in the November
1, 1995 agreement, in accordance with a directors' resolution dated
December 23, 1997, the parties hereto, in consideration of the
premises and the mutual covenants and agreements contained herein
and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, agree as follows:
1. Engagement
Titan hereby confirms the engagement of Gossland to perform, and
Gossland agrees to continue to perform the Services on and subject
to the terms of this Agreement for not fewer than 160 nor more than
200 hours (or such greater or lesser number of hours as the parties
may from time to time agree in writing) in each calendar month.
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2. Payment for the Services and reimbursement of expenses
2.1 Titan hereby agrees:
2.1.1 to pay Gossland monthly for the Services monthly at a
rate, being not less than $7,250, to be agreed upon between the
parties from time to time (the "Fee"); and
2.1.2 to pay Gossland annually, upon his request, a bonus
(the "Bonus") of $4,500.
2.2 Titan agrees to reimburse Gossland for vehicle mileage
expenses at a rate to be agreed from time to time, and also agrees
to reimburse Gossland for all reasonable expenses incurred in
travel, administration, promotion and all other out of pocket
expenses actually and reasonably incurred by Gossland in connection
with the business of Titan and in performing the Services.
3. Gossland to be an independent contractor
Notwithstanding any other provision of this Agreement, it is
understood and agreed between the parties and it is a condition of
this Agreement, that Gossland is an independent contractor and not
subject except as hereinafter provided, to the direction or control
of any other person in performing the Services, nor is he an
employee by virtue of any provision hereof, or his position as all
officer of Titan. In performing the Services. Gossland shall at all
times, but subject to (a) the business plan of Titan, as from time
to time approved by its board of directors, (b) any resolutions of
the board of directors from time to time, and (c) any legal,
governmental or regulatory requirements or conditions, take such
steps as in his good faith business judgment shall be necessary or
appropriate.
4. Term and renewal
Subject to the termination provisions of paragraph 7 hereof, the
term of this Agreement shall be for a period of three years from
the date of this Agreement (the "Initial Term"), and unless
terminated, shall be renewed by the parties from time to time for
further periods (a "Renewal Term") of two years.
5. Right of Gossland to enter into other contracts for services
Nothing in this Agreement shall restrict the right of Gossland to
perform services for others, provided that such others are not
engaged in a business which is competitive or in conflict with the
business of Titan, and provided further that the performance of
such services does not, in the opinion of the board of directors of
Titan acting reasonably, interfere with the performance of the
Services.
6. Confidentiality and non-disclosure
Gossland agrees that all proprietary information relating to
Titan's technology, business and affairs ("Proprietary
Information") is and shall be kept confidential, and will not be
disclosed to any person other than a person employed by or
performing services for Titan and who has a need to know such
Proprietary Information, except with the prior consent in writing
of the President of Titan.
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7. Termination
7.1 Titan may at any time and for any reason terminate this
Agreement upon 30 days written notice to Gossland, and such
termination shall be effective 30 days following the delivery of
such notice to Gossland.
7.2 If Titan terminates this Agreement for any reason other than
the commission by Gossland of a material and substantial breach of
his obligation to perform the Services as provided in this
Agreement, Titan shall forthwith pay Gossland, in a lump sum:
7.2.1 an amount equal to 12 times the Fee, plus any Bonus to
which Gossland is entitled pursuant to section 2.1.2 hereof, if
termination occurs during the Initial Term;
7.2.2 an amount to be negotiated between the parties, but not
less than the amount payable under section 7.2.1 hereof, if
termination occurs during any Renewal Term or if Titan fails to
renew this Agreement.
7.3 If Titan gives notice of termination of this Agreement to
Gossland by reason of a material and substantial breach of his
obligation to perform the Services, the notice shall specify and
Gossland shall have 30 days from delivery of the notice to him to
cure, the breach, and upon such breach being cured notwithstanding
section 7.1, the notice of termination shall thereupon cease to be
effective.
7.3 Gossland may terminate this Agreement at any time upon 120
days written notice to Titan.
8. Payment of GST
All amounts payable by Titan to Gossland for the Services shall be
exclusive of any Goods and Services Tax (GST) or other governmental
taxes or levies payable in respect of the Fee and Titan shall, in
addition to the Fee, pay to Gossland all amounts of GST or other
governmental taxes or levies imposed on Gossland with respect to
the Fee, and agrees to indemnify him and save him harmless in
respect of any such imposition resulting from any failure by
Gossland to collect, or by Titan to make payment of any amount
properly chargeable to it on account thereof.
9. Severability
If an provision of this Agreement is found to be void, invalid,
illegal or unenforceable by a court of competent jurisdiction, such
finding will not affect any other provision of this Agreement,
which will continue to be in full force and effect.
10. Assignment
This agreement may not be assigned by either party without the
prior written consent of the other, which consent may not be
unreasonably witheld.
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11. Arbitration of disputes
11.1 Except as provided in section 11.2, all differences or
disputes arising out of or in connection with this agreement,
including any difference or dispute with respect to the amount of
the Fee, or in respect of any defined legal relationship associated
herewith or derived herefrom shall be referred to and finally
resolved by arbitration under the rules for the conduct of domestic
commercial arbitrations under the British Columbia International
Commercial Arbitration Centre. The appointing authority shall be
the British Columbia International Commercial Arbitration Centre.
The case shall be administered by the British Columbia
International Commercial Arbitration Centre in accordance with its
Procedures for Cases under the BCICAC Rules". The place of
arbitration shall be Vancouver, British Columbia, Canada.
11.2 The provisions of section 11.1 do not apply to the obligations
of Titan under section 7.2 hereof.
13. Enurement
This Agreement shall enure to the benefit of and shall bind the
parties and their respective heirs, executors, administrators,
successors and permitted assigns.
14. Governing law
This Agreement shall be interpreted in accordance with the laws of
the Province of British Columbia
The parties, intending to be bound, have executed this Agreement as
of the date first above written.
TITAN TRADING ANALYTICS INC.
Per: /S/ Michael B. Paauwe
--------------------------
Authorized signatory
MICHAEL GOSSLAND AND ASSOCIATES
Per: /S/ Michael Gossland
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Authorized signatory