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