INDEPENDENT CONTRACTOR
AGREEMENT
THIS AGREEMENT made, entered into and
effective as of October 12, 2006.
BY AND BETWEEN:
First Source Data Inc.
a company duly incorporated under the
laws of the State of Nevada (the "Company")
AND :
Javed Mawji of 402-281 Mutual Street, Toronto, Ontario, Canada,
M4Y 3C4 (the "Consultant")
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 AND
PAYMENT
1.1. The Company engages the Consultant
as an independent contractor to provide services described in
Schedule ‘A’ attached hereto (the
“Services”), and the Consultant agrees to perform such
Services.
1.2. The Company will pay to the
Consultant the fees indicated in Schedule ‘A’ (the
“Fees”), in full payment and reimbursement for
providing the Services and for necessary expenses incurred in
connection therewith, in the manner and at the times set out in
Schedule ‘A’ attached hereto, and the Consultant will
accept such fees and expenses as full payment and reimbursement as
aforesaid.
ARTICLE 2: TERM AND
TERMINATION
2.1. The term of this Agreement shall
commence on the date set forth on the first page, and terminate on
the 31 st day of December, 2006, unless terminated prior
to that date pursuant to this Article 2 (the
“Term”).
2.2. Notwithstanding any other provision
of this Agreement, this Agreement may be terminated by either party
giving, at any time, and for any reason, thirty (30) days prior
written notice of termination to the other party, and if this
Agreement is so terminated the Company will be under no further
obligation to the Consultant except to pay to the Consultant such
fees and expenses as
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the Consultant may be entitled to receive
for Services provided to the date this Agreement is so
terminated.
2.3. Notwithstanding any other provision
of this Agreement, if:
(a) the Consultant fails to comply with
any provision of this Agreement; or
(b) any representation or warranty made
by the Consultant in this Agreement is untrue or incorrect;
or
(c) the Consultant 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 Consultant,
and if such option is exercised, the Company will not be under any
further obligation to the Consultant except to pay to the
Consultant such fees and expenses as the Consultant may be entitled
to receive for Services provided to the date this Agreement is so
terminated.
2.4. Notwithstanding any other provisions
of this Agreement, the provisions of Articles 3.3, 3.4, 4.3, 6.2,
6.3, 6.4, 7.3, 8.1, 8.2, 8.3, and 11 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 Consultant 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 Consultant to perform certain of the
Services on behalf of the Company, then the Consultant 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 Consultant as it considers necessary
in connection with the nature of the Services that the Consultant
is required to provide, which instructions the Consultant will
follow, but the Consultant will not be subject to the control of
the Company in respect to the manner in which such instructions are
carried out.
3.3. The Consultant will promptly pay,
and be solely responsible for paying, as the same become due and
payable as a result or consequence of monies paid or payable by the
Company to the Consultant pursuant to this Agreement, all amounts
payable pursuant to applicable tax statutes, workers’
compensation or workplace safety and insurance statutes, pension
plan statutes, and any other taxes, statutory deductions,
contributions, and assessments on income required by the State of
Nevada, the Province of Ontario, the Government of Canada, the
Government of the United
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States, and any other government or
regulatory authority, agency or body.
3.4. The Consultant agrees to indemnify
and save harmless the Company against and for all and any claims,
assessments, penalties, interest charges and legal fees and
disbursements and taxes incurred as result of having to defend same
made against the Company as a result of the Consultant’s
failure to comply with Article 3.3 of this Agreement, or as a
result of any decisions or investigations made by any government
agency or body in connection with the relationship between the
parties hereto.
3.5. The Consultant, as an independent
contractor, is not entitled to participate in any benefits or
pension plan provided by the Company to any of its employees. The
Consultant will not receive any of the following or similar
payments from the Company: vacation pay; holiday pay; sick pay;
overtime pay; benefits; automobile allowance or company car; or
expense reimbursement.
3.6. Subject to compliance with the
provisions of this Agreement, the Consultant 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 Consultant from his commitment to providing the
Services to the Company; or prevent the Consultant from providing
the Services in a timely and competent manner.
3.7. The Consultant will not in any
manner whatsoever commit or purport to commit the Company to the
payment of any money to any person except with the prior written
permission of the Company.
3.8. The Consultant shall maintain,
provide, and retain at his 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 Consultant
shall not remove any of the Company’s equipment from the
Company’s premises.
3.9. Subject to Article 4.4 of this
Agreement, the Consultant shall be responsible for supplying his
own office support staff, if any, in which case the Consultant
shall comply with the requirements of Articles 4.2 and 4.3 of this
Agreement.
3.10. The Consultant shall, at his own
cost, obtain and maintain in force throughout the Term of this
Agreement all certifications and licenses necessary to qualify
himself in connection with carrying out his business and to provide
the Services in a lawful manner.
ARTICLE 4: ASSIGNMENT AND CONSULTANT
STAFF
4.1. The Consultant will not, without the
prior written consent of the Company, assign or transfer this
Agreement, in whole or in part.
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4.2. Any and all personnel hired by the
Consultant, as employees, consultants, agents, subcontractors or
otherwise (collectively the "Staff") shall be the responsibility of
the Consultant. The Consultant agrees to inform all Staff in
writing at the time that such Staff are hired by the Consultant
that such Staff are not employees of the Company and that the
Company has no present or future obligation to employ such Staff or
provide such Staff with any compensation or employment benefits.
The Consultant will be solely responsible for the acts of such
Staff and the Staff will conduct their activities at the
Consultant's risk, expense and supervision. The Consultant warrants
and covenants that the Staff shall be subject to all of the
obligations applying to the Consultant pursuant to this
Agreement.
4.3. No contract entered into between the
Consultant and any Staff will relieve the Consultant from any of
the Consultant’s obligations under this Agreement or impose
any obligations or liability upon the Company to any
Staff.
4.4. Notwithstanding any other provision
of this Agreement, the Company reserves the right to restrict or
prohibit the engagement of any Staff hired by the Consultant to
assist him with providing the Services, if the Company reasonably
deems that such person is impairing or will impair the execution or
completion of the Services in a competent or timely
manner.
ARTICLE 5: OWNERSHIP AND RETURN OF
PROPERTY
5.1. 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 Consultant will be, at all times, the exclusive
property of the Company. The Consultant shall forthwith deliver all
aforesaid property to the Company on the earlier of:
(a) the termination of this
Agreement;
(b) the completion by the Consultant of
the provision of the Services; and
(c) upon the request, at any time, by the
Company.
5.2. The Consultant agrees that upon
termination of this Agreement, he 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 his possession, charge, control or
custody.
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ARTICLE 6:
CONFIDENTIALITY
6.1. The Consultant acknowledges and
agrees that the Company has certain confidential information which
is defined to include, but not limited to, knowledge of trade
secrets whether patented or not, computer programs, research and
development data, testing and evaluation plans, business plans,
opportunities, forecasts, products, strategies, proposals,
suppliers, sales, manuals, work programs, financial and marketing
information, customer lists or names, and information regarding
customers, contracts and accounts of the Company whether printed,
stored electronically, or provided verbally (the
“Confidential Information”). Notwithstanding the
foregoing, Confidential Information shall not include:
(a) information that has become generally
available to the public other than as a result of a disclosure in
breach of this Agreement;
(b) information
