| IT Services Agreement between Intelbahn
Inc. and ZoidSoft, Inc. |
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IT SERVICES
AGREEMENT
Between
Intelbahn Inc.
(Referred to herein as “
Client ”)
314 - 837 West Hastings Street, Vancouver BC V6C3N6 And
ZoidSoft, Inc.
(Referred to herein as
“ ZOIDSOFT ”)
205 Hilda Av, Suite 601, Toronto ON M2M4B1
RECITALS:
| A . |
ZOIDSOFT 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; |
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: ZOIDSOFT 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: ZOIDSOFT
hereby agrees that for the entire Term of this Agreement Daniel Dos
Santos shall be assigned to perform the Services herein. ZOIDSOFT
may reassign Daniel Dos Santos 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 Daniel Dos Santos capacity to work for
the Client. |
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| (c) |
Skill: ZOIDSOFT represents that
it and Daniel Dos Santos possess sufficient technical experience,
knowledge and training to perform the Services and to deliver the
Work Product (as hereinafter defined). ZOIDSOFT shall perform all
Services for Client in a careful, professional and workmanlike
manner. |
1
| IT Services Agreement between Intelbahn Inc.
and ZoidSoft, Inc. |
| (d) |
Code of Conduct:
ZOIDSOFT shall observe all of Client’s rules and policies
relating to security of, access to, or use of Client’s
premises. ZOIDSOFT shall observe Client’s rules and policies
relating to the use of Client’s property. ZOIDSOFT shall
comply at all times with all applicable laws, regulations, codes
and standards. ZOIDSOFT 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 ZOIDSOFT will disclose or use the performance
of the Services, and which are not assigned to Client herein,
ZOIDSOFT 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 ZOIDSOFT 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 ZOIDSOFT performing the Services herein, Client
will pay |
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ZOIDSOFT fees according to
the following schedule, plus applicable taxes: |
|
i. |
A non-recoverable retainer of
$28,500.00 due upon execution of this contract. |
|
ii. |
$9,000.00 monthly for the term of the
contract. |
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| (b) |
Invoicing and
Payment: ZOIDSOFT 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 ZOIDSOFT.
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, ZOIDSOFT 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 ZOIDSOFT is
required to collect for the performance of the Services. Client is
not required to pay nor is it liable or responsible for, and
ZOIDSOFT 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 ZOIDSOFT to file any return,
form, or information statement that may be required by any taxing
authority. ZOIDSOFT is responsible |
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| IT Services Agreement between Intelbahn
Inc. and ZoidSoft, Inc. |
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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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ZOIDSOFT is an independent contractor,
and this Agreement does not create the relationship |
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of employer and employee, or of
principal and agent, between the Client and ZOIDSOFT and/or between
the Client and officers, employees or agents of ZOIDSOFT 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. ZOIDSOFT and/or
Daniel Dos Santos shall have no status as employee or any rights to
any benefits that Client grants to its employees. ZOIDSOFT shall
perform the Services under the general direction of Client’s
project manager. ZOIDSOFT 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:
ZOIDSOFT 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 ZOIDSOFT may, under applicable law, be entitled to
claim any ownership interest in the Work Product, and to give
effect to the foregoing sentence, ZOIDSOFT hereby agrees to assign,
and does hereby assign, to Client all Intellectual Property Rights
in and to the Work Product. |
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| (b) |
De |
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