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INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT made, entered into and effective as of December
30, 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 30 th day
of June, 2007, 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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Agreement
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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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Agreement
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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) in
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