SERVICE AGREEMENT
THIS
AGREEMENT made, entered into and effective as of June 1, 2006 (the
“Effective Date”).
BY AND
BETWEEN:
Portlogic Systems Inc. a company duly incorporated under the
laws of the State of Nevada (the "Company")
AND
:
Brent
O’Connor , of 1603-71 Simcoe Street, Toronto, Ontario,
Canada, M5J 2S9 (the "Service Provider")
NOW
THEREFORE IN CONSIDERATION of the mutual covenants and agreements
hereinafter contained and for other good and valuable consideration
(the receipt and sufficiency of which is acknowledged by each
party), the parties agree as follows:
ARTICLE 1: SERVICES, FEES AND PAYMENT
1.1. The
Company engages the Service Provider as an independent contractor
to provide the services described in Schedule ‘A’
attached hereto and the Service Provider agrees to perform such
Services.
1.2. In
consideration of the full performance of the Services, the Company
shall pay to the Service Provider, by cheque or other method
acceptable to both parties, US$7,000 within thirty (30) days of
completion of the Services (the “Fees”).
ARTICLE 2: TERM AND TERMINATION
2.1. The
term of this Agreement shall commence on the date set forth on the
Effective Date and, unless otherwise terminated pursuant to Article
2.2, shall terminate when all obligations of the parties set out
hereunder have been performed (the “Term”).
2.2.
Notwithstanding any other provision of this Agreement, if:
(a) the
Service Provider fails to comply with any provision of this
Agreement; or
(b) any
representation or warranty made by the Service Provider in this
Agreement is untrue or
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incorrect; or
(c) the
Service Provider breaches any covenant in this Agreement,
then, and
in addition, to any other remedy or remedies available to the
Company, the Company may, at its sole discretion and option,
terminate this Agreement immediately upon written notice of
termination to the Service Provider, and if such option is
exercised, the Company will not be under any further obligation to
the Service Provider except to pay to the Service Provider such
fees as the Service Provider may be entitled to receive for
Services provided to the date this Agreement is so terminated.
2.3.
Notwithstanding any other provisions of this Agreement, the
provisions of Articles 4, 5, and 6 of this Agreement and all
obligations of each party that have accrued before the effective
date of termination of this Agreement that are of a continuing
nature will survive termination or expiration of this
Agreement.
ARTICLE 3: INDEPENDENT CONTRACTOR
3.1. The
Service Provider will be an independent contractor and not the
servant, employee or agent of the Company, it being recognized,
however, that to the extent the provisions of this Agreement result
in the creation of an agency relationship to allow the Service
Provider to perform certain of the Services on behalf of the
Company, then the Service Provider will, in that context, be the
agent of the Company, as the case may be.
3.2. The
Company may, from time to time, give such instructions to the
Service Provider as it considers necessary in connection with the
nature of the Services that the Service Provider is required to
provide, which instructions the Service Provider will follow, but
the Service Provider will not be subject to the control of the
Company in respect to the manner in which such instructions are
carried out.
3.3.
Subject to compliance with the provisions of this Agreement, the
Service Provider may, at any time or times during the Term, carry
on the business of providing services to the general public either
alone or in association or partnership with another or others, so
long as such provision of services does not: create a conflict of
interest with the interests of the Company; hinder the Service
Provider from its commitment to providing the Services to the
Company; or prevent the Service Provider from providing the
Services in a timely and competent manner.
3.4. The Service Provider shall maintain, provide, and
retain at its own expense entirely, such offices, facilities, and
equipment as are necessary to perform the Services, but may, upon
request of the Company, perform the Services at the Company’s
premises or using the Company’s equipment. Unless express
permission is given by the Company, the Service Provider shall not
remove any of the Company’s equipment from the
Company’s premises.
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3.5. The Service Provider shall be responsible
for the payment of all taxes associated with payment of the
Fees.
ARTICLE 4: OWNERSHIP OF
WORK AND RETURN OF PROPERTY
4.1. All
property including, but not limited to, files, manuals, equipment,
securities, and monies of any and all customers of the Company
related to the provision of the Services that are, from time to
time, in the possession or control of the Service Provider will be,
at all times, the exclusive property of the Company. The Service
Provider shall forthwith deliver all aforesaid property to the
Company on the earlier of:
(a) the
termination of this Agreement;
(b) the
completion by the Service Provider of the provision of the
Services; and
(c) upon
the request, at any time, by the Company.
4.2. The
Service Provider agrees that upon termination of this Agreement, it
shall at once deliver to the Company all books, manuals, reports,
documents, records, effects, money, securities, whether in print or
stored electronically, or other property belonging to the Company
or for which the Company is liable to others which are in its
possession, charge, control or custody.
4.3. The
Service Provider hereby assigns to the Company its entire right,
title and interest in and to all discoveries and improvements,
patentable or otherwise, trade secrets and ideas, writings and
copyrightable material, which may be conceived by the Service
Provider or developed or acquired by it during the Term of this
Agreement, which may pertain directly or indirectly to the business
of the Company or any of its subsidiaries, parent company, or
affiliates (the “Work Product”). The Service Provider
agrees to disclose fully all such developments to the Company upon
its request, which disclosure shall be made in writing promptly
following any such request. The Service Provider shall, upon the
Company's request, execute, acknowledge and deliver to the Company
all instruments and do all other acts which are necessary or
desirable to enable the Company or any of its subsidiaries to file
and prosecute applications for, and to acquire, maintain and
enforce, all patents, trademarks and copyrights in all countries in
connection with any component of the Work Product.
4.4. The
Service Provider agrees to assign, on an ongoing basis throughout
the Term of the Agreement, exclusively to the Company in
perpetuity, all right, title and interest of any kind whatsoever,
in and to the Work Product, including a
