| IT Services Agreement between Intelbahn
Inc. and Andriy Zolotoiy |
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IT SERVICES
AGREEMENT
Between
Intelbahn Inc.
(Referred to herein as “
Client ”)
314 - 837 West Hastings St. Vancouver BC V6C3N6
And
Andriy Zolotoiy
(Referred to herein as
“ ZOLOTOIY ”)
55 Falling River Dr. Richmond Hill ON L4S2R2
| RECITALS: |
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| A . |
ZOLOTOIY possesses the requisite
technical skill and expertise to perform and deliver the Services
as describe herein; |
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| B. |
Client desires to retain technical and
professional personnel as independent contractors on a per project
basis; |
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| NOW THEREFORE THIS AGREEMENT
WITNESS THAT in consideration of the mutual promises and
covenants contained herein and other good and valuable
consideration (the receipt and sufficiency of which are hereby
acknowledged by the Parties), the Parties hereto hereby covenant
and agree as follows: |
| 1. |
SERVICES |
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| (a) |
Generally: ZOLOTOIY shall
perform information technology consulting services (the “
Services ”) for and on behalf of Client in accordance
with the terms and conditions contained in this Agreement. All such
Services shall be performed at the business site of the
Client. |
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| (b) |
Assigned Personnel: ZOLOTOIY
hereby agrees that for the entire Term of this Agreement ANDRIY
ZOLOTOIY shall be assigned to perform the Services herein. ZOLOTOIY
may reassign ANDRIY ZOLOTOIY to other projects, as long as
involvement in such projects does not violate the hourly
commitments described in this agreement and as long as those
involvements do not hinder ANDRIY ZOLOTOIY’s capacity to work
for the Client. |
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| (c) |
Skill: ZOLOTOIY represents that
it and ANDRIY ZOLOTOIY possess sufficient technical experience,
knowledge and training to perform the Services and to deliver the
Work Product (as hereinafter defined). ZOLOTOIY shall perform all
Services for Client in a careful, professional and workmanlike
manner. |
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| IT Services Agreement between Intelbahn
Inc. and Andriy Zolotoiy |
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| (d) |
Code of Conduct:
ZOLOTOIY shall observe all of Client’s rules and policies
relating to security of, access to, or use of Client’s
premises. ZOLOTOIY shall observe Client’s rules and policies
relating to the use of Client’s property. ZOLOTOIY shall
comply at all times with all applicable laws, regulations, codes
and standards. ZOLOTOIY shall not remove any property of the
Client, including any proprietary or confidential information, from
the Client’s premises without the prior written consent of
Client. |
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| (e) |
Provision of
Information: With respect to all subject matter, including,
without limitation, any and all ideas, processes, designs, methods
and know-how, which ZOLOTOIY will disclose or use the performance
of the Services, and which are not assigned to Client herein,
ZOLOTOIY hereby represents that it has the right to make such
disclosure and use without liability to others and such disclosure
shall not infringe the Intellectual Property Rights (as hereinafter
defined) of any other person. |
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| 2. |
CLIENT’S
OBLIGATIONS |
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The Client will be
responsible for providing and maintaining the microcomputer and
development tools necessary for ZOLOTOIY to perform the
Services. |
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| 3. |
TERM |
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The term of this Agreement
shall commence on July 7, 2008 and expire on June 30, 2009 (the
“Term”). |
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| 4. |
FEES AND
PAYMENT |
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| (a) |
Fees: In
consideration of ZOLOTOIY performing the Services herein, Client
will pay |
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ZOLOTOIY fees according to
the following schedule, plus applicable taxes: |
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i. |
A non-recoverable retainer of
$35,500.00 due upon execution of this contract. |
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ii. |
$11,260.00 monthly for the term of the
contract. |
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| (b) |
Invoicing and Payment:
ZOLOTOIY will invoice the Client on the first day of each month in
advance of all work. Payment will be due within thirty-five (35)
days after receipt of the invoice from ZOLOTOIY. Each invoice shall
clearly show and identify the resource person and/or service being
charged under the invoice and will include the monthly rate, total
charge for the period and applicable GST. |
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| (c) |
Expenses: Unless
otherwise agreed by the parties, ZOLOTOIY agrees that it will not
incur any expenses for Client’s account, without
Client’s prior written approval. |
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| (d) |
Taxes: Client is
responsible for all sales, use, excise, goods and services, value
added, and like taxes, except income taxes, which ZOLOTOIY is
required to collect for the performance of the Services. Client is
not required to pay nor is it liable or responsible for, and
ZOLOTOIY agrees to indemnify and hold Client harmless against, any
penalty, additional taxes, costs or interest that may be assessed
or levied resulting from failure of ZOLOTOIY to file any return,
form, or information statement that may be required by any taxing
authority. ZOLOTOIY is |
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| IT Services Agreement between Intelbahn
Inc. and Andriy Zolotoiy |
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responsible for any deductions or
remittances, which may be required by law, including without
limitation, any premiums related to any unemployment benefit plan,
disability insurance plan, health insurance plan, pension plan or
any similar benefit plan. |
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| 5. |
INDEPENDENT CONTRACTOR |
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ZOLOTOIY is an independent contractor,
and this Agreement does not create the relationship of employer and
employee, or of principal and agent, between the Client and
ZOLOTOIY and/or between the Client and officers, employees or
agents of ZOLOTOIY. ZOLOTOIY shall have no authority to contract
for or bind the Client in any manner and shall not represent itself
as an agent of Client or as otherwise authorized to act for or on
behalf of Client. ZOLOTOIY and/or ANDRIY ZOLOTOIY shall have no
status as employee or any rights to any benefits that Client grants
to its employees. ZOLOTOIY shall perform the Services under the
general direction of Client’s project manager. ZOLOTOIY shall
determine, in its sole discretion, the manner and the means by
which such Services shall be performed, subject to the provisions
of this Agreement. |
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| 6. |
OWNERSHIP |
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| (a) |
Intellectual Property Rights:
ZOLOTOIY acknowledges and agrees that all worldwide right, title
and interest including, without limitation, all Intellectual
Property Rights (as hereinafter defined) in and to any and all
deliverables, including without limitation software programs,
derivative works, products, designs and other results of the
services performed hereunder (collectively the “ Work
Product ”) including, without limitation, each and every
discovery, invention or improvement which may be conceived or
developed as a result of or in connection with the Services
performed hereunder, shall be the sole property of Client. To the
extent that ZOLOTOIY may, under applicable law, be entitled to
claim any ownership interest in the Work Product, and to give
effect to the foregoing sentence, ZOLOTOIY hereby agrees to assign,
and does hereby assign, to Client all Intellectual Property R |
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