| IT Services Agreement between Intelbahn
Inc. and Ivan Pankov |
|
|
IT SERVICES
AGREEMENT
Between
Intelbahn Inc.
(Referred to herein as “
Client ”)
314 - 837 West Hastings St. Vancouver BC V6C3N6
And
Ivan Pankov
(Referred to herein as
“PANKOV”)
2554 Cobbinshaw Circle, Mississauga, Ontario L5N 2G3
RECITALS:
| A . |
PANKOV possesses the requisite
technical skill and expertise to perform and deliver the Services
as describe herein; |
| |
|
| B. |
Client desires to retain technical and
professional personnel as independent contractors on a per project
basis; |
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 |
| |
|
| (a) |
Generally: PANKOV 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. |
| |
|
| (b) |
Assigned Personnel: PANKOV
hereby agrees that for the entire Term of this Agreement Ivan
Pankov shall be assigned to perform the Services herein. PANKOV may
reassign Ivan Pankov 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 Ivan
Pankov’s capacity to work for the Client. |
| |
|
| (c) |
Skill: PANKOV represents that
it and Ivan Pankov possess sufficient technical experience,
knowledge and training to perform the Services and to deliver the
Work Product (as hereinafter defined). PANKOV shall perform all
Services for Client in a careful, professional and workmanlike
manner. |
1
| IT Services Agreement between Intelbahn
Inc. and Ivan Pankov |
|
|
| (d) |
Code of Conduct:
PANKOV shall observe all of Client’s rules and policies
relating to security of, access to, or use of Client’s
premises. PANKOV shall observe Client’s rules and policies
relating to the use of Client’s property. PANKOV shall comply
at all times with all applicable laws, regulations, codes and
standards. PANKOV 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. |
| |
|
| (e) |
Provision of
Information: With respect to all subject matter, including,
without limitation, any and all ideas, processes, designs, methods
and know-how, which PANKOV will disclose or use the performance of
the Services, and which are not assigned to Client herein, PANKOV
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. |
| |
|
| 2. |
CLIENT’S
OBLIGATIONS |
| |
|
|
The Client will be
responsible for providing and maintaining the microcomputer and
development tools necessary for PANKOV to perform the
Services. |
| |
|
| 3. |
TERM |
| |
|
|
The term of this Agreement
shall commence on July 7, 2008 and expire on June 30, 2009 (the
“Term”). |
| |
|
| 4. |
FEES AND
PAYMENT |
| |
|
| (a) |
Fees: In
consideration of PANKOV performing the Services herein, Client will
pay PANKOV fees according to the following schedule, plus
applicable taxes: |
| |
i. |
$250.00 per day based on an eight (8)
hour work day for the term of the contract. |
| |
|
| (b) |
Invoicing and
Payment : PANKOV will invoice the Client on the first day of
each month for all prior work. Payment will be due within ten (10)
days after receipt of the invoice from PANKOV. Each invoice shall
clearly show and identify the resource person and/or service being
charged under the invoice and will include the daily rate, number
of days worked, total charge for the period and applicable
GST. |
| |
|
| (c) |
Expenses: Unless
otherwise agreed by the parties, PANKOV agrees that it will not
incur any expenses for Client’s account, without
Client’s prior written approval. |
| |
|
| (d) |
Taxes: Client is
responsible for all sales, use, excise, goods and services, value
added, and like taxes, except income taxes, which PANKOV is
required to collect for the performance of the Services. Client is
not required to pay nor is it liable or responsible for, and PANKOV
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 PANKOV to file any return, form, or
information statement that may be required by any taxing authority.
PANKOV is responsible for any deductions or remittances, which may
be required by law, including without limitation, |
2
| IT Services Agreement between Intelbahn
Inc. and Ivan Pankov |
|
|
|
any premiums related to any
unemployment benefit plan, disability insurance plan, health
insurance plan, pension plan or any similar benefit plan. |
| |
|
| 5. |
INDEPENDENT CONTRACTOR |
| |
|
|
PANKOV 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 PANKOV
and/or between the Client and officers, employees or agents of
PANKOV. PANKOV 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. PANKOV and/or Ivan Pankov shall have no status as employee
or any rights to any benefits that Client grants to its employees.
PANKOV shall perform the Services under the general direction of
Client’s project manager. PANKOV 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. |
| |
|
| 6. |
OWNERSHIP |
| |
|
| (a) |
Intellectual Property Rights:
PANKOV 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 PANKOV may, under
applicable law, be entitled to claim any ownership interest in the
Work Product, and to give effect to the foregoing sentence, PANKOV
hereby agrees to assign, and does hereby assign, to Client all
Intellectual Property Rights in and to the Work Product. |
| |
|
| (b) |
Definition: For the purposes of
this Agreement, |
|
