EXHIBIT 10.1
DIRECTOR SERVICES AGREEMENT
THIS AGREEMENT is dated for
reference December 6, 2005 (the "Effective Date").
BETWEEN:
BULLDOG TECHNOLOGIES
INC. , a body corporate
with offices at 301 – 11120 Horseshoe Way, Richmond, British
Columbia, Canada V7A 5H7
(the
“Company”)
AND:
SCOTT H. SMITH
, an individual with an address at
10421 Shelter Grove, Eden Prairie, Minnesota, USA 55347
(the
“Director”)
WHEREAS:
A. The
Director has been appointed as a director of the Company effective
November 30, 2005; and
B. The
Company wishes to grant to the Director stock options to acquire
shares of the Company's common stock.
NOW THEREFORE THIS AGREEMENT
WITNESSES that in consideration of the mutual covenants and
promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged by each, the parties hereto agree as
follows:
ARTICLE 1
DIRECTOR'S
AGREEMENTS
1.1
Expense Statements . The Director may incur expenses in the
name of the Company as agreed in advance in writing by the Company,
such expenses to relate solely to the carrying out of the
Director’s duties as a member of the board of directors of
the Company. The Director will immediately forward all invoices for
expenses incurred on behalf of and in the name of the Company and
the Company agrees to pay said invoices directly on a timely basis.
Any expenses of $250 or greater incurred by the Director in
connection with the carrying out of the Director’s
duties as a member of the board of
directors of the Company must be pre-approved by the Company in
writing.
ARTICLE 2
COMPANY'S
AGREEMENTS
2.1
Stock Options . As compensation for the carrying out of the
Director’s duties as a member of the board of directors of
the Company pursuant to this Agreement, the Company agrees to grant
to the Director stock options (the "Options") to acquire an
aggregate of 100,000 shares of the Company’s common stock,
which Options shall vest as to 1/12 of the Options every month
commencing on the Effective Date. The Director agrees that he will
have to execute all necessary documents before the Company will
issue the Options, including a Subscription and Stock Option
Agreement.
2.2
Director’s Acknowledgements . The Director
acknowledges that the Options and the shares of common stock
underlying the Options will not be registered under the United
States Securities Act of 1933 (the “1933 Act”),
or under any state securities or “blue sky” laws of any
state of the United States, and, unless so registered, may not be
offered or sold in the United States or to U.S. persons, except
pursuant to an effective registration statement under the 1933 Act,
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the 1933 Act and only in
accordance with all applicable securities laws.
ARTICLE 3
DURATION, TERMINATION AND
DEFAULT
3.1
Duties Upon Termination . Upon termination of this
Agreement, the Director shall upon receipt of all sums due and
owing, promptly deliver the following in accordance with the
directions of the Company:
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(a)
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a final accounting, reflecting the
balance of expenses incurred on behalf of the Company as of the
date of termination; and
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(b)
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all documents pertaining to the
Company or this Agreement, including but not limited to, all books
of account, correspondence and contracts, provided that the
Director shall be entitled thereafter to inspect, examine and copy
all of the documents which it delivers in accordance with this
provision at all reasonable times upon three (3) days' notice to
the Company.
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ARTICLE 4
CONFIDENTIALITY AND
NON-SOLICITATION
4.1
Maintenance of Confidential Information . The Director
acknowledges that in the course of his appointment hereunder the
Director will, either directly or indirectly, have access to and be
entrusted with the Confidential Information. For the purposes of
this Agreement, “Confidential Information” includes,
without limitation, any and all Intellectual Property Rights (as
defined herein), trade secrets, inventions, innovations,
techniques, processes, formulas, drawings, designs, products,
systems, creations, improvements, documentation, data,
specifications, technical reports, customer lists, supplier lists,
distributor lists, distribution channels and
methods, retailer lists, reseller
lists, employee information, financial information, sales or
marketing plans, competitive analysis reports and any other thing
or information whatsoever, whether copyrightable or uncopyrightable
or patentable or unpatentable, related to the business of the
Company and not previously known by the Director in connection with
the business of Alpha Cargo Technology, LLC. The Director
acknowledges that the Confidential Information constitutes a
proprietary right, which the Company is entitled to protect.
Accordingly the Director covenants and agrees that during the term
of this Agreement and thereafter until such time as all the
Confidential Information becomes publicly known and made generally
available through no action or inaction of the Director, the
Director will keep in strict confidence the Confidential
Information and shall not, without prior written consent of the
Company in each instance, disclose, use or otherwise disseminate
the Confidential Information, directly or indirectly, to any third
party.
4.2
Exceptions . The general prohibition contained in Section
4.1 against the unauthorized disclosure, use or dissemination of
the Confidential Information shall not apply in respect of any
Confidential Information that:
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(a)
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is available to the public generally
in the form disclosed;
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(b)
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becomes part of the public domain
through no fault of the Director;
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(c)
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is already in the lawful possession
of the Director at the time of receipt of the Confidential
Information; or
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(d)
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is compelled by applicable law to be
disclosed, provided that the Director gives the Company prompt
written notice of such requirement prior to such disclosure and
provides assistance in obtaining an order protecting the
Confidential Information from public disclosure.
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4.3
Intellectual Property Rights . The Director acknowledges the
great value of the Products (including any modifications thereto)
and of the goodwill associated therewith and agrees that all
proprietary and intellectual property rights, incl
