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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 B. PAAUWE AND ASSOCIATES, management and
financial consultants having an office at 3473 Ellis
Place, Nanaimo, British Columbia, V9T 4Y6
(hereinafter referred to as "Paauwe")
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. Paauwe has experience in the provision of corporate and financial
management, financial trading systems software development, product marketing,
corporate financing, financial research and administration, and related advice
and services (the "Services"), and has since May 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 Paauwe to perform, and Paauwe 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 Paauwe monthly for the Services monthly at a rate, being not
less than $7,666.66, to be agreed upon between the parties from time to
time (the "Fee"); and
2.1.2 to pay Paauwe annually, upon his request, a bonus (the "Bonus") of
$4,500.
2.2 Titan agrees to reimburse Paauwe for vehicle mileage expenses at a rate
to be agreed from time to time, and also agrees to reimburse Paauwe for all
reasonable expenses incurred in travel, administration, promotion and all
other out of pocket expenses actually and reasonably incurred by Paauwe in
connection with the business of Titan and in performing the Services.
3. Paauwe 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
Paauwe 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. Paauwe 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 Paauwe to enter into other contracts for services
Nothing in this Agreement shall restrict the right of Paauwe 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
Paauwe 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 Paauwe, and such termination shall be effective 30
days following the delivery of such notice to Paauwe.
7.2 If Titan terminates this Agreement for any reason other than the
commission by Paauwe of a material and substantial breach of his
obligation to perform the Services as provided in this Agreement, Titan
shall forthwith pay Paauwe, in a lump sum:
7.2.1 an amount equal to 12 times the Fee, plus any Bonus to which Paauwe
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 Paauwe by
reason of a material and substantial breach of his obligation to
perform the
Services, the notice shall specify and Paauwe 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 Paauwe may terminate this Agreement at any time upon 120 days written
notice to Titan.
8. Payment of GST
All amounts payable by Titan to Paauwe 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 Paauwe all amounts of GST or other governmental taxes or levies
imposed on Paauwe 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 Paauwe 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 administered by 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 Gossland
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Authorized signatory
MICHAEL B. PAAUWE AND ASSOCIATES
Per: /S/ Michael B. Paauwe
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Authorized signatory