Filed by sedaredgar.com - Intelbahn Inc. - Exhibit 10.3







	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 


IT SERVICES AGREEMENT

Between
Intelbahn Inc.
(Referred to herein as
“Client”)
314 - 837 West Hastings Street, Vancouver BC V6C3N6 And

ZoidSoft, Inc.
(Referred to herein as
“ZOIDSOFT”)
205 Hilda Av, Suite 601, Toronto ON M2M4B1

RECITALS:

	A. 	ZOIDSOFT possesses the requisite technical
      skill and expertise to perform and deliver the Services as describe
      herein; 
	  	  
	B. 	Client desires to retain technical and
      professional personnel as independent contractors on a per project basis;
    


NOW THEREFORE THIS AGREEMENT WITNESS THAT in
consideration of the mutual promises and covenants contained herein and other
good and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged by the Parties), the Parties hereto hereby covenant and agree as
follows:

	1. 	SERVICES 
	  	  
	(a) 	Generally: ZOIDSOFT shall
      perform information technology consulting services (the “Services”)
      for and on behalf of Client in accordance with the terms and conditions
      contained in this Agreement. All such Services shall be performed at the
      business site of the Client. 
	  	  
	(b) 	Assigned Personnel: ZOIDSOFT hereby agrees that for the entire Term of this Agreement
      Daniel Dos Santos shall be assigned to perform the Services herein.
      ZOIDSOFT may reassign Daniel Dos Santos to other projects, as long as
      involvement in such projects does not violate the hourly commitments
      described in this agreement and as long as those involvements do not
      hinder Daniel Dos Santos capacity to work for the Client. 
	  	  
	(c) 	Skill: ZOIDSOFT represents
      that it and Daniel Dos Santos possess sufficient technical experience,
      knowledge and training to perform the Services and to deliver the Work
      Product (as hereinafter defined). ZOIDSOFT shall perform all Services for
      Client in a careful, professional and workmanlike manner.



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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 



	(d) 	Code of Conduct: ZOIDSOFT shall observe all of Client’s rules and policies relating to
      security of, access to, or use of Client’s premises. ZOIDSOFT shall
      observe Client’s rules and policies relating to the use of Client’s
      property. ZOIDSOFT shall comply at all times with all applicable laws,
      regulations, codes and standards. ZOIDSOFT shall not remove any property
      of the Client, including any proprietary or confidential information, from
      the Client’s premises without the prior written consent of Client. 
	  	 
	(e) 	Provision of
      Information: With respect to all subject matter, including, without
      limitation, any and all ideas, processes, designs, methods and know-how,
      which ZOIDSOFT will disclose or use the performance of the Services, and
      which are not assigned to Client herein, ZOIDSOFT hereby represents that
      it has the right to make such disclosure and use without liability to
      others and such disclosure shall not infringe the Intellectual Property
      Rights (as hereinafter defined) of any other person. 
	  	 
	2. 	CLIENT’S
      OBLIGATIONS 
	  	 
		The Client will be
      responsible for providing and maintaining the microcomputer and
      development tools necessary for ZOIDSOFT to perform the Services. 
	  	 
	3. 	TERM 
	  	 
		The term of this
      Agreement shall commence on July 7, 2008 and expire on June 30, 2009 (the
      “Term”). 
	  	 
	4. 	FEES AND PAYMENT
    
	  	 
	(a) 	Fees: In
      consideration of ZOIDSOFT performing the Services herein, Client will pay
    
	  	ZOIDSOFT fees according
      to the following schedule, plus applicable taxes: 
		i. 	A non-recoverable retainer of
      $28,500.00 due upon execution of this contract. 
		ii. 	$9,000.00 monthly for the term of
      the contract. 
	  	 
	(b) 	Invoicing and
      Payment: ZOIDSOFT will invoice the Client on the first day of each
      month in advance of all work. Payment will be due within thirty-five (35)
      days after receipt of the invoice from ZOIDSOFT. Each invoice shall
      clearly show and identify the resource person and/or service being charged
      under the invoice and will include the monthly rate, total charge for the
      period and applicable GST. 
	  	 
	(c) 	Expenses: Unless
      otherwise agreed by the parties, ZOIDSOFT agrees that it will not incur
      any expenses for Client’s account, without Client’s prior written
      approval. 
	  	 
	(d) 	Taxes: Client is
      responsible for all sales, use, excise, goods and services, value added,
      and like taxes, except income taxes, which ZOIDSOFT is required to collect
      for the performance of the Services. Client is not required to pay nor is
      it liable or responsible for, and ZOIDSOFT agrees to indemnify and hold
      Client harmless against, any penalty, additional taxes, costs or interest
      that may be assessed or levied resulting from failure of ZOIDSOFT to file
      any return, form, or information statement that may be required by any
      taxing authority. ZOIDSOFT is responsible 


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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 



		for any deductions or
      remittances, which may be required by law, including without limitation,
      any premiums related to any unemployment benefit plan, disability
      insurance plan, health insurance plan, pension plan or any similar benefit
      plan. 
	  	  
	5. 	INDEPENDENT CONTRACTOR
  
	  	  
	  	ZOIDSOFT is an independent
      contractor, and this Agreement does not create the relationship 
		of employer and employee, or of
      principal and agent, between the Client and ZOIDSOFT and/or between the
      Client and officers, employees or agents of ZOIDSOFT shall have no
      authority to contract for or bind the Client in any manner and shall not
      represent itself as an agent of Client or as otherwise authorized to act
      for or on behalf of Client. ZOIDSOFT and/or Daniel Dos Santos shall have
      no status as employee or any rights to any benefits that Client grants to
      its employees. ZOIDSOFT shall perform the Services under the general
      direction of Client’s project manager. ZOIDSOFT shall determine, in its
      sole discretion, the manner and the means by which such Services shall be
      performed, subject to the provisions of this Agreement. 
	  	  
	6. 	OWNERSHIP 
	  	  
	(a) 	Intellectual Property Rights: ZOIDSOFT acknowledges and agrees that all worldwide right, title and
      interest including, without limitation, all Intellectual Property Rights
      (as hereinafter defined) in and to any and all deliverables, including
      without limitation software programs, derivative works, products, designs
      and other results of the services performed hereunder (collectively the
      “Work Product”) including, without limitation, each and every
      discovery, invention or improvement which may be conceived or developed as
      a result of or in connection with the Services performed hereunder, shall
      be the sole property of Client. To the extent that ZOIDSOFT may, under
      applicable law, be entitled to claim any ownership interest in the Work
      Product, and to give effect to the foregoing sentence, ZOIDSOFT hereby
      agrees to assign, and does hereby assign, to Client all Intellectual
      Property Rights in and to the Work Product. 
	  	  
	(b) 	Definition: For the
      purposes of this Agreement, “Intellectual Property Rights” means
      (A) any and all proprietary rights provided under (i) patent law, (ii)
      copyright law, (iii) trademark law, (iv) design patent or industrial
      design law, (v) semiconductor chip or mask work law, (vi) trade secrets or
      (vii) any other statutory provision or common law principle applicable to
      this Agreement or the Services and any Work Product developed hereunder
      which may provide a right in either (a) ideas, formulae, algorithms,
      concepts, inventions, or know-how generally, including trade secret law,
      as long as such formulae, algorithms, concepts, inventions, or know- how’s
      are developed directly in conjunction with or as a result of work done for
      the Client and not previously developed by ZOIDSOFT or (b) the expression
      or use of such ideas, formulae algorithms, concepts, inventions or
      know-how; and (B) any and all applications, registrations, licenses,
      sub-licenses, franchises, agreements or any other evidence of a right in
      any of the foregoing; 
	  	  
	(c) 	Moral Rights: ZOIDSOFT
      shall obtain, in writing from each of ZOIDSOFT’s employees performing
      Services hereunder, and in a form satisfactory to Client acting
      reasonably, a waiver expressly and irrevocably waiving in favour of
      ZOIDSOFT and Client, any and all moral rights 


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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 



		
      arising under the Copyright Act (Canada) as
      amended (or any successor legislation) or at common law that such
      employee, as author of the Work Product, has with respect to any
      copyrighted or copyrightable portion of the Work Product (the
      “Copyright Work”) prepared by such employee, including, without
      limitation, the right to attribution of authorship, the right to restrain
      any distortion, mutilation or other modification of the Copyright Work,
      and the right to prohibit any use of the Copyright Work in association
      with a product, service, cause or institution that might by prejudicial to
      such employee’s honour or reputation.

	 	 
	(d) 	
      Further Assurances: During and after the term of
      this Agreement, ZOIDSOFT shall from time to time as and when requested by
      Client and at Client’s expense, (i) execute all papers and documents and
      perform all other acts necessary or appropriate, in the discretion of
      Client, to evidence or further document Client’s ownership of the Work
      Product and the Intellectual Property Rights therein, and (ii) assist
      Client in obtaining, registering, maintaining and defending for Client’s
      benefit (which defense shall be at Client’s expense except to the extent
      such defense is made in connection with any claim or other event covered
      by ZOIDSOFT’s indemnity obligation contained in Section 8(b) hereof), all
      Intellectual Property Rights in the Work Product in any and all countries
      as Client may determine in its sole
discretion.




	7. 	WARRANTIES 
	  	  	  
	(a) 	Warranties: ZOIDSOFT
      represents and warrants to Client that: 
	  	  	  
		(i) 	ZOIDSOFT has the full
      unencumbered right and entitlement to assign all Intellectual Property
      Rights transferred and assigned in this Agreement and the ownership and
      exploitation by Client of the Work Product, as contemplated by this
      Agreement, will not violate or infringe any Intellectual Property Rights
      of any other person; 
	  	  	  
		(ii) 	title to the Work Product and all
      media, materials and supplies housing the Work Product delivered hereunder
      shall pass to Client in accordance with the terms hereof free and clear of
      all liens and encumbrances; 
	  	  	  
		(iii) 	ZOIDSOFT has made no Intellectual
      Property Rights registrations of any nature in any jurisdiction in the
      world in respect of the Work Product including copyright, patent and
      trade-mark registrations; and 
	  	  	  
		(iv) 	the Work Product is an original
      work of authorship developed by ZOIDSOFT for Client.




	8 	INDEMNITY 
	  	  
	(a) 	Clients Indemnity to ZOIDSOFT:
      The Client shall indemnify and save harmless ZOIDSOFT, its officers,
      employees and agents from and against all claims, liabilities and demands
      arising out of any wrongful or negligent act of the Client, its officers,
      employees or agents, in relation to the subject matter of this Agreement.
    


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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 



	(b) 	
      ZOIDSOFT’s Indemnity to Client: ZOIDSOFT shall defend,
      indemnify and hold harmless Client, its officers, employees and agents
      from and against any and all claims, liabilities and demands arising out
      of any wrongful or negligent act of ZOIDSOFT, its officers, employees or
      agents, in relation to the subject matter of this
  Agreement.




	9. 	TERMINATION
  
	  	 
	(a) 	For Convenience: The agreement may be terminated by the Client or by ZOIDSOFT with
      thirty (30) days prior written notice. 
	  	 
	(b) 	For Breach: In
      addition, this Agreement may be terminated at any time by either party,
      immediately upon written notice to the other party, if such other party
      commits or allows any breach of any provision of this Agreement which is
      incurable or which is curable but not cured within five (5) days after
      written notice hereof to such party. Termination of this Agreement shall
      be in addition to any and all other legal rights that either party may
      have against the other, and all remedies shall be cumulative. 
	  	 
	(c) 	Effect of
      termination: Upon the termination of this Agreement for any reason,
      ZOIDSOFT shall cease performing all Services contemplated hereunder and
      ZOIDSOFT shall immediately deliver to Client: 
	  	 
		(i) 	all Work Product and all
      documents, media or items containing, in whole or part, any Confidential
      Information (as defined in the Confidentiality Agreement); 
	  	 
		(ii) 	all equipment, tools,
      identification cards, security passes and other materials owned by Client
      and furnished to ZOIDSOFT to facilitate the performance of the Services by
      ZOIDSOFT; and 
	  	 
		(iii) 	when requested by Client, a
      notarized affidavit executed by an officer of ZOIDSOFT certifying that
      ZOIDSOFT has fully performed all termination obligations contemplated by
      this Section 9(c) and that no items or copies of the above-mentioned
      materials remain in ZOIDSOFT’s possession or control. 
	  	 
	(d) 	Survival: In
      addition to this Section 9(d), the following Sections shall survive the
      termination of this Agreement for any reason whatsoever: Sections 4(d) and
      9(c) and Articles 6, 7 and 8. 



	10. 	CONFIDENTIALITY 
	 	 
		Concurrently with this Agreement,
      ZOIDSOFT shall execute Client’s standard form Confidentiality Agreement.
    
	 	 
	11. 	MISCELLANEOUS 
	 	 
	(a) 	Notice: All notices or
      other communications hereunder shall be deemed to have been duly given and
      made if in writing and if served by personal delivery upon the party for
      whom it is 


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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 



		
      intended, if delivered by registered or certified mail,
      return receipt requested, or by a national courier service, or if sent by
      fax (receipt of which is confirmed, with a copy delivered by certified
      mail), to the party at the address first set forth above, or such other
      address as may be designated in writing hereafter, in the same manner, by
      such party. Any such notification shall be deemed delivered (a) upon
      receipt, if delivered personally, (b) on the next business day, if sent by
      national courier service for next business day delivery or if sent by
      fax.

	 	 
	(b) 	
      Governing Law: This Agreement shall be governed
      by, and construed and enforced in accordance with, the laws in force in
      the Province of Ontario (excluding any conflict of laws rule or principles
      which might refer such construction to the laws of another jurisdiction).
      The parties hereto agree to submit to the jurisdiction of the courts of
      the Province of Ontario and waive any objection relating to improper venue
      or forum non conveniens to the conduct of any proceeding in any
      such court.

	 	 
	(c) 	
      Modifications: This Agreement may be modified only
      upon written agreement by the parties hereto.

	 	 
	(d) 	
      Severability: In the event that any provision (or
      any portion of a provision) of this Agreement shall for any reason be held
      by a court of competent jurisdiction to be invalid, illegal, or
      unenforceable for any reason, such invalidity, illegality or
      unenforceability shall not affect any other provision hereof and this
      Agreement shall be construed as if such invalid, illegal or unenforceable
      provision (or portion of a provision) had never been contained herein in
      regards to that particular jurisdiction.

	 	 
	(e) 	
      Assignment: Neither this Agreement nor any of the
      rights or obligations hereunder may be assigned by either party without
      the prior written consent of the other party.

	 	 
	(f) 	
      Entire Agreement: This Agreement contains the
      entire understanding of the parties concerning the subject matter hereof
      and supersedes all prior discussions, negotiations and understandings of
      the parties.

	 	 
	(g) 	
      No Agency. Nothing herein shall be deemed to
      constitute either Party as an agent, representative or employee of the
      other Party, or both Parties as joint venturers or partners for any
      purpose. Each Party shall act solely as an independent contractor and
      shall not be responsible for the acts or omissions of the other Party.
      Neither Party will have the authority or right to represent or obligate
      the other Party in any way except as expressly authorized by this
      Agreement.

	 	 
	(h) 	
      Counterparts and Facsimile Execution and Delivery: This Agreement may be executed in counterparts, each of which shall be
      deemed to be an original and both of which together shall constitute one
      and the same instrument. To evidence its execution of an original
      counterpart of this Agreement, a party may send a copy of its original
      signature on the execution page hereof to the other party by facsimile
      transmission and such transmission shall constitute delivery of an
      executed copy of this Agreement to the receiving party as of the date of
      receipt thereof by the receiving party or such other date as may be
      specified by the sending party as part of such
  transmission.



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	IT Services Agreement between Intelbahn Inc. and
      ZoidSoft, Inc. 
	 


IN WITNESS WHEREOF, each party hereto has caused this
Agreement to be duly executed as of this 9th day of July, 2008.

	ZOIDSOFT, INC. 	INTELBAHN INC. 
	 	 
	 	 
	  	  
	Signature: /s/ Daniel Dos Santos 	Signature: /s/ Christine Kilbourn 
	 	 
	Daniel Dos Santos 	Christine Kilbourn 
	President & CEO 	President 


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