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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 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
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Authorized signatory
MICHAEL GOSSLAND AND ASSOCIATES
Per: /S/ Michael Gossland
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Authorized signatory