Filed by sedaredgar.com - Intelbahn Inc. - Exhibit 10.1







	IT Services Agreement between Intelbahn Inc. and
      Andriy Zolotoiy 
	 


IT SERVICES AGREEMENT

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

And

Andriy Zolotoiy
(Referred to herein as
“ZOLOTOIY”)
55 Falling River Dr. Richmond Hill ON L4S2R2

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




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	IT Services Agreement between Intelbahn Inc. and
      Andriy Zolotoiy 
	 



	(d) 	Code of Conduct: ZOLOTOIY shall observe all of Client’s rules and policies relating to
      security of, access to, or use of Client’s premises. ZOLOTOIY shall
      observe Client’s rules and policies relating to the use of Client’s
      property. ZOLOTOIY shall comply at all times with all applicable laws,
      regulations, codes and standards. ZOLOTOIY 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 ZOLOTOIY will disclose or use the performance of the Services, and
      which are not assigned to Client herein, ZOLOTOIY 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 ZOLOTOIY 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 ZOLOTOIY performing the Services herein, Client will pay
    
	  	ZOLOTOIY fees according
      to the following schedule, plus applicable taxes: 
	  	i. 	A non-recoverable retainer of
      $35,500.00 due upon execution of this contract. 
	  	ii. 	$11,260.00 monthly for the term
      of the contract. 
	  	 
	(b) 	Invoicing and Payment:
      ZOLOTOIY 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 ZOLOTOIY. 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, ZOLOTOIY 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 ZOLOTOIY is required to collect
      for the performance of the Services. Client is not required to pay nor is
      it liable or responsible for, and ZOLOTOIY 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 ZOLOTOIY to file
      any return, form, or information statement that may be required by any
      taxing authority. ZOLOTOIY is 



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	IT Services Agreement between Intelbahn Inc. and
      Andriy Zolotoiy 
	 



		responsible 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
  
	  	  
		ZOLOTOIY 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
      ZOLOTOIY and/or between the Client and officers, employees or agents of
      ZOLOTOIY. ZOLOTOIY 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. ZOLOTOIY
      and/or ANDRIY ZOLOTOIY shall have no status as employee or any rights to
      any benefits that Client grants to its employees. ZOLOTOIY shall perform
      the Services under the general direction of Client’s project manager.
      ZOLOTOIY 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: ZOLOTOIY 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 ZOLOTOIY may, under
      applicable law, be entitled to claim any ownership interest in the Work
      Product, and to give effect to the foregoing sentence, ZOLOTOIY 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 ZOLOTOIY 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: ZOLOTOIY
      shall obtain, in writing from each of ZOLOTOIY’s employees performing
      Services hereunder, and in a form satisfactory to Client acting
      reasonably, a waiver expressly and irrevocably waiving in favour of
      ZOLOTOIY and Client, any and all moral 



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	IT Services Agreement between Intelbahn Inc. and
      Andriy Zolotoiy 
	 



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



	8 	INDEMNITY 
	  	  
	(a) 	Client’s Indemnity to ZOLOTOIY: The Client
      shall indemnify and save harmless ZOLOTOIY, 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
      Andriy Zolotoiy 
	 



	(b) 	ZOLOTOIY’s Indemnity to Client:
      ZOLOTOIY 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 ZOLOTOIY, 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 ZOLOTOIY 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, ZOLOTOIY shall cease
      performing all Services contemplated hereunder and ZOLOTOIY 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
      ZOLOTOIY to facilitate the performance of the Services by ZOLOTOIY; and
  
	  	  	  
		(iii) 	when requested by Client, a notarized affidavit
      executed by an officer of ZOLOTOIY certifying that ZOLOTOIY 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
      ZOLOTOIY’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, ZOLOTOIY
      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
      Andriy Zolotoiy 
	 



		
      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
      Andriy Zolotoiy 
	 


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

	ANDRIY ZOLOTOIY 	INTELBAHN INC. 
	 	 
	 	 
	  	  
	Signature: /s/ Andriy Zolotoiy 	Signature: /s/ Christine Kilbourn 
	 	 
	  	Christine Kilbourn 
	  	President 



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