Filed by sedaredgar.com - Intelbahn Inc. - Exhibit 10.2







	IT Services Agreement between Intelbahn Inc. and
      Ivan Pankov 
	 


IT SERVICES AGREEMENT

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

And

Ivan Pankov
(Referred to herein as
“PANKOV”)
2554 Cobbinshaw Circle, Mississauga, Ontario L5N 2G3

RECITALS:

	A. 	PANKOV 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: PANKOV 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: PANKOV
      hereby agrees that for the entire Term of this Agreement Ivan Pankov shall
      be assigned to perform the Services herein. PANKOV may reassign Ivan
      Pankov 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 Ivan Pankov’s capacity to work for the
      Client. 
	  	  
	(c) 	Skill: PANKOV represents
      that it and Ivan Pankov possess sufficient technical experience, knowledge
      and training to perform the Services and to deliver the Work Product (as
      hereinafter defined). PANKOV shall perform all Services for Client in a
      careful, professional and workmanlike manner. 


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	IT Services Agreement between Intelbahn Inc. and
      Ivan Pankov 
	 



	(d) 	Code of Conduct: PANKOV shall
      observe all of Client’s rules and policies relating to security of, access
      to, or use of Client’s premises. PANKOV shall observe Client’s rules and
      policies relating to the use of Client’s property. PANKOV shall comply at
      all times with all applicable laws, regulations, codes and standards.
      PANKOV 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 PANKOV will
      disclose or use the performance of the Services, and which are not
      assigned to Client herein, PANKOV 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 PANKOV 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
      PANKOV performing the Services herein, Client will pay PANKOV fees
      according to the following schedule, plus applicable taxes: 
	  	i. 	$250.00 per day based on an eight (8) hour work
      day for the term of the contract. 
	  	 
	(b) 	Invoicing and Payment: PANKOV
      will invoice the Client on the first day of each month for all prior work.
      Payment will be due within ten (10) days after receipt of the invoice from
      PANKOV. Each invoice shall clearly show and identify the resource person
      and/or service being charged under the invoice and will include the daily
      rate, number of days worked, total charge for the period and applicable
      GST. 
	  	 
	(c) 	Expenses: Unless otherwise
      agreed by the parties, PANKOV 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 PANKOV is required to collect for the
      performance of the Services. Client is not required to pay nor is it
      liable or responsible for, and PANKOV 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 PANKOV to file any
      return, form, or information statement that may be required by any taxing
      authority. PANKOV is responsible for any deductions or remittances, which
      may be required by law, including without limitation, 


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	IT Services Agreement between Intelbahn Inc. and
      Ivan Pankov 
	 



		any premiums related to any
      unemployment benefit plan, disability insurance plan, health insurance
      plan, pension plan or any similar benefit plan. 
	  	  
	5. 	INDEPENDENT CONTRACTOR
  
	  	  
		PANKOV 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
      PANKOV and/or between the Client and officers, employees or agents of
      PANKOV. PANKOV 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. PANKOV and/or Ivan
      Pankov shall have no status as employee or any rights to any benefits that
      Client grants to its employees. PANKOV shall perform the Services under
      the general direction of Client’s project manager. PANKOV 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: PANKOV 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 PANKOV may, under
      applicable law, be entitled to claim any ownership interest in the Work
      Product, and to give effect to the foregoing sentence, PANKOV 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 PANKOV 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: PANKOV shall
      obtain, in writing from each of PANKOV’s employees performing Services
      hereunder, and in a form satisfactory to Client acting reasonably, a
      waiver expressly and irrevocably waiving in favour of PANKOV and Client,
      any and all moral rights 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
  


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	IT Services Agreement between Intelbahn Inc. and
      Ivan Pankov 
	 



		
      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, PANKOV 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 PANKOV’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: PANKOV represents and warrants to Client that: 
	  	  	  
		(i) 	PANKOV 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) 	PANKOV 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 PANKOV for Client.




	8 	INDEMNITY 
	  	  
	(a) 	Client’s Indemnity to PANKOV: The
      Client shall indemnify and save harmless PANKOV, 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.
    
	  	  
	(b) 	PANKOV’s Indemnity to Client:
      PANKOV 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 PANKOV, 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
      Ivan Pankov 
	 



	9. 	TERMINATION 
	  	  
	(a) 	For Convenience: The
      agreement may be terminated by the Client or by PANKOV 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, PANKOV shall cease performing all Services
      contemplated hereunder and PANKOV 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 PANKOV to
      facilitate the performance of the Services by PANKOV; and

	 	 	 
		(iii) 	
      when requested by Client, a notarized affidavit executed
      by an officer of PANKOV certifying that PANKOV 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 PANKOV’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,
      PANKOV 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 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.
  


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	IT Services Agreement between Intelbahn Inc. and
      Ivan Pankov 
	 



	(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
      Ivan Pankov 
	 


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

	IVAN PANKOV 	INTELBAHN INC. 
	 	 
	 	 
	  	  
	Signature: /s/ Ivan Pankov 	Signature: /s/ Christine Kilbourn 
	 	 
	  	Christine Kilbourn 
	  	President 


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