Intelligent
Office
Work
Anywhere … Professionally
MEMBERSHIP AGREEMENT
Dated as of
the 14 th March 2008
Client
Information
Legal Name
of Client: Portlogic Systems Inc.
Billing
Contact: Jueane Thiessen
Address:
1111 – 155 Dalhousie Street
City,
Province: Toronto, Ontario
Postal
Code: M5B 2P7
Email:
jueane@portlogicystems.com
Telephone
No. Assigned: N/A
Business
Phone:
Fax:
Cell Phone:
416-587-8554
Your
signature below indicates your acceptance of the Terms and
Conditions stated below
CLIENT
/s/
Jueane Thiessen
Signature
(Authorized Signing Officer)
ACCEPTED
BY
/s/ Lisa
Toste
Signature
(Authorized Signing Officer)
GUARANTOR
Signature
GUARANTOR
Signature
TERMS
AND CONDITIONS
The
following Terms and Conditions and the attached Schedules form a
binding agreement between the above-named Client (the
"Client" ) and The Virtual Solutions Inc. c.o.b. Intelligent
Office (hereinafter “IO”) and Portlogic Systems Inc.
(hereinafter “Client”):
1.
Definitions. Where used herein or in any schedules
(a)
"Active Notification" means the telephone message hereto,
the following terms shall have the following system used by IO to
notify the Client of unchecked meanings: telephone messages;
(b) "IO
Premises" means the business premises of IO located at 100 King
Street West, Suite 5700, Toronto, ON, M5X 1C7 and;
Version
date: March 14 , 2006
(c) "Office Premises" means the office and meeting space
that IO provides and maintains for use by the Client.
2.
Term. The term of this agreement will commence on the date
hereof, and continue for a period of 1 year (the 'Term").
3.
Renewal. If throughout the Term the Client shall have fully
complied with all of the terms and conditions of this agreement,
this agreement shall, unless terminated for default, automatically
continue until terminated in writing by either party in accordance
with Section 11. The Client acknowledges and agrees that the rates
charged by IO for the Services may change from time to time, upon
notice to the Client, after the end of the Term.
4.
Services Provided by IO. IO agrees to provide the Client with
any or all of the following services on a nonexclusive basis, as
selected and paid for by the Client:
(a) office
premises services, including mail handling services, the use of
office and meeting space, photocopier machines, telephones and
facsimile machines and access to mailroom facilities, as more fully
described in Schedule " B to this agreement;
(b)
telephone message service through the Active Notification system,
as more fully described in
Schedule
"C" to this agreement;
(c)
telephone answering service employing live receptionists to answer
the Client's business telephone calls in a professional, efficient
and courteous manner; and
(d)
directory service whereby IO arranges to have the Client's name,
phone number and address printed in the telephone directory,
including the White and Yellow Pages business listings, as well as
on the directory board for the Office Premises, such services more
fully described in Schedule "D" to this agreement.
The
services listed in this Section 4 are hereinafter collectively
referred to as the "Services".
5.
Authorizations / Acknowledgements from the Client. The Client
hereby authorizes IO to perform such tasks as are necessary to
provide any or all of the Services to the Client, including, but
not limited to handling mail that is delivered to the IO
Premises.
The Client
hereby acknowledges receipt of the number of mailbox keys ("Keys")
indicated in Schedule "B" and that he/she/it will be required to
pay $5.00 for each Key in addition to that number.
The Client
acknowledges and agrees that if all Keys are not returned to IO
upon termination of this agreement, or specifically upon the
termination of the provision of mail handling services by IO to the
Client, the Client will be required to pay a re-keying fee in the
amount of $50.00.
The Client
further acknowledges and agrees that he/she/it will be required to
pay to IO a fee in the amount of $5.00 per month for the provision
of mail handling services by IO to each company or individual name
that differs from the name of the Client
6.
Obligations of the Client. In return for the provision of any
or all of the Services by IO, the Client shall pay to IO throughout
the Term and any renewal thereof, a monthly fee in the amount
specified in Schedule "A" (subject to change as specified in
Section 3), which amount shall be based upon the services provided
by IO, such fee to be payable in arrears on or before the tenth
(10th) day of every month, for the month for which payment is being
made.
The Client shall follow and comply with any reasonable instructions
given by IO to the Client relating to the Office Premises and take
all reasonable measures to prevent damage to the Office
Premises.
7.
Payment Terms. IO shall provide the Client with an invoice
reflecting the monthly fee owing by the Client to IO on or about
the first (1st) day of every month. Such invoice will be sent by IO
to the Client at the most current e-mail address provided by the
Client to IO. The Client acknowledges and agrees that it must
promptly inform IO of any changes to its e-mail address and/or
other contact information to ensure that it receives all necessary
communications from IO, including, but not limited to, monthly
invoices. In the event that the first (1st) day of the month is a
Saturday, Sunday, or statutory holiday in the province of Ontario,
IO shall send the monthly invoice to the Client via e-mail on the
preceding Friday, or other day which is not a statutory
holiday.
The Client
may choose to receive its monthly invoices from IO via Canada Post
regular mail. If the Client chooses to receive its monthly invoices
from IO via regular mail, an additional $3 will be included on each
such invoice. All amounts due to IO by the Client shall bear
interest after the due date at a rate of five percent (5%),
calculated and payable monthly, not in advance, both before and
after default, expiration or termination of this agreement for any
reason whatsoever.
Unless
otherwise indicated, all amounts listed in this agreement are in,
and are to be paid in, the currency of Canada. Any and all amounts
expressed as being payable pursuant to this agreement are exclusive
of any applicable taxes that the Client is required to pay.
The Client
shall pay all amounts owing to IO by way of electronic funds
transfer, cheque or credit card, subject to IO's consent.. IO
reserves the right to charge a security deposit or billing fee, in
an amount specified by IO from time to time, for fees paid by the
Client. If IO chooses to require payments owing to IO by way of
electronic funds transfer, the Client agrees to provide any
documentation, including but not limited to pre-authorized payment
forms, required by IO's bankers, from time to time.
Version
Date: March 14, 2006
Page 2
8.
Confidentiality. IO acknowledges that throughout the Term and
any renewal thereof, it may receive confidential information
relating to the Client's business affairs ("Confidential
Information"). IO agrees during and after the Term to use all
reasonable efforts to maintain the confidentiality of all
Confidential Information, and not to disclose any Confidential
Information whatsoever other than as may be required by law, to
enable IO to provide any or all of the Services to the Client, and
not to use any Confidential Information for its own or a third
party's benefit or in any manner not specifically approved in
writing by the Client.
9.
Non-Solicitation. Neither the Client nor the Guarantor will,
without IO's prior written consent, during the one (1) year period
following the expiration or termination of this agreement, directly
or indirectly, hire, solicit, interfere with or entice away, from
IO, any employee of IO. In the event of a breach of the restriction
contained in this paragraph, the Client agrees to pay to IO as
liquidated damages, and not as a penalty, a sum equal to twenty
percent (20%) of the employee's annual salary as of such employee's
last day of employment with IO, such payment shall be due and
payable on written demand.
10. Events of Default. IO has the right to terminate this
agreement, without prejudice to any other legal right or remedy,
if
