EXHIBIT 10.9
2007 Consultant Stock Compensation Agreement
with
Ms. Frances Salixalba-White Willow Software Consultant
CONSULTING & ADVISORY AGREEMENT
THIS AGREEMENT (the "agreement") is entered into as of 1st September
2007 by and between Electronic Game Card Inc (the "Company") and Ms. Frances
Salixalba, (the "Consultant") trading as White Willow Software Consultants.
WHEREAS, the Company is desirous of engaging the Consultant to consult
with it in software design and development to support the Company's new product
innovations, specficially the initial development of the Educational Electronic
Game Card and the development of the Poker Winning Seats Version 2 bespoke
software, proposal for revised packaging solutions and subsequent software
amendments to provide multi bonding options. Discontinued development on version
3.
NOW THEREFORE, in consideration of the recitals, promises and
conditions in this Agreement, the Company and the Consultant agree as follows:
1. Consulting & Advisory Services
Company hereby retains Consultant to render advice and consulting to
the Company to assist the Company to meet its corporate goals in new product
development.
2. Term
The initial term of this consulting Agreement shall be for a period of
six (6) months with an option to extend if satisfactory work has been completed.
The term of Compensation shall be set out below.
3. Compensation of Consultant
The Company shall pay the Consultant (pound)135,000 ($265,734 US) on
successful conclusion of the work performed at the end of the initial term. Any
fees to be paid in cash or shares in the Company at the closing market price
ruling as of the date of commencement of this contract (Shares to be issued
under regulation S-8) as mutually agreed between the parties, which, as of the
date hereof, is Forty Seven cents ($0.47) per share for a total of Five Hundred
Sixty Five Thousand Three Hundred Ninety One (565,391) shares.
4. Relationship of Parties
For the purposes of the internal revenue code, this Agreement shall not
constitute an employer-employee relationship. It is the intention of each party
that Consultant shall be an independent
contractor and not an employee of the Company. Consultant shall not have the
authority to act as the agent of the Company except when such authority is
specifically delegated to Consultant by the Company. Subject to the express
provisions herein, the manner and means utilized by Consultant are at the
discretion of the Consultant. All compensation paid to Consultant hereunder
shall constitute earnings to Consultant from self-employment income.
5. Confidentiality
As a condition to the Consultant furnishing information and advice
under this Agreement, the Company agrees to treat with the strictest confidence
all such information ("Confidential Information") which is furnished to the
Company, its directors, officers, employees, attorneys, accountants, advisors,
agents and/or other representatives (collectively, "Representatives") by or on
behalf of the Consultant or any companies or individuals related to the
Consultant. As used herein, the term "Confidential Information" shall also
include all analysis, compilations, software or other materials containing or
generated from, in whole or in part, information furnished to the Company by or
on behalf of the Undersigned, except that information which is public knowledge.
The Consultant also undertakes that any Confidential Information about
the Company, its products or operations of which the Consultant becomes aware
during the consultancy will be kept confidential and will not, except as
hereinafter provided or as required by applicable law, be disclosed by the
Consultant or its Representatives to any person without The Company's prior
written consent. At the end of the term the Consultant will promptly return to
the Company all documents and Confidential Information, including all copies,
reproductions, specifications, summaries, in the possession or control of the
Consultant or any of its Representatives. Notwithstanding the return of any
Confidential Information, the Consultant will continue to be bound by its
obligation of confidentiality and other obligations hereunder.
6. Notices
Any notice, request, demand or other communication required or
permitted hereunder shall be deemed to be property given when personally served
in writing or when deposited in the United States mail, postage prepaid,
addressed to the other party at the address appearing at the end of this
Agreement. Either party may change its address by written notice made in
accordance with this section.
7. Benefit of Agreement
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective legal representatives, administrator,
executors, successors, subsidiaries and affiliates. This Agreement replaces and
supersedes all prior agreements, arrangements and communications whether oral or
written between the parties and may not be amended or modified except by written
agreement of the parties.
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8. Counterparts
This Agreement may be executed in any number of counterparts, including
counterparts transmitted by telecopier or FAX, any one of which shall constitute
an original of this Agreement. When counterparts of facsimile copies have been
executed by all parties, they shall have the same effect as if the signature to
each counterpart or copy where upon the document and copies of such signature
may be transferred to a single document upon the request of any party.
9. Assignment
This Agreement may not be assigned by the Consultant without the prior
written consent of the Company.
10. Termination
This agreement can be terminated by the Consultant at will, and at any
time during the term of the agreement and any payment due will be reduced pro
rata to the verifiable time expended on the project.
11. Entire Agreement; Modifications
This Agreement constitutes the entire agreement between the Company and
the Consultant. No promises, guarantees, inducements or agreements, oral or
written, expressed or implied, have been made other than as contained in this
Agreement. This Agreement can only be modified or changed in writing signed by
both parties.
12. Applicable Law
This Agreement and any dispute, proceedings or claim of whatever nature
arising out of, or in conjunction with this Agreement shall be governed by and
construed according to the Laws of the State of Nevada.
IN WITNESS WHEREOF, the parties hereto have hereby executed this
Agreement the day and year first above written.
Electronic Game Card, Inc. Ms. Frances Salixalba
By: /s/ Linden J Boyne By: /s/ Ms. Frances Salixalba
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