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CONSULTING AGREEMENT

THIS AGREEMENT is made this 13th day of May, 2010, between FIKRI AULIA RAHMAN
(“Fikri”) and COLDWIN SOFTWARE INC. (“Coldwin”).

THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 - ENGAGEMENT AS A CONSULTANT

1.1 Services. Subject to and in accordance with the terms and conditions of this
Agreement, Fikri agrees to provide to Coldwin, and Coldwin hereby agrees to purchase Fikri’s
graphic design services (the "Services") toward the completion of the certain graphic designs
(the “Designs”) as described in Schedule A to this Agreement.

1.2 Relationship of Parties. Fikri is not a Coldwin employee and is ineligible for any
Coldwin employee benefits. Fikri is an independent contractor and supplier to Coldwin and in
no event shall be deemed Coldwin's employee, nor will Fikri be deemed to be Coldwin’s joint
venturer or partner. Fikri shall retain independent professional status throughout this Agreement
and shall use his best efforts in performing the Services. Fikri will report as income all Fees
received pursuant to this Agreement and will pay all applicable taxes. Coldwin shall not make
deductions from the Service Charges for taxes, insurance, bonds or any other expense of any
kind. As an independent contractor, Fikri shall be solely responsible for withholding and
remitting federal, state and provincial income taxes, CPP, Employment Insurance and Workers
Compensation arising from or required as a result of performance of the Services. Coldwin
shall have no responsibility whatsoever for same. As an independent contractor, the parties
acknowledge and agree that: (i) Fikri has the right to perform services for other clients during
the term of this Agreement; (ii) Fikri has the sole right to control and direct the means, manner
and method by which the Services required by this Agreement will be performed; (iii) Fikri has
the right to perform the services required by this Agreement at any place or location and at such
times as Fikri may determine; (iv) Fikri shall not receive any training from Coldwin in the
professional skills necessary to perform the services required by this Agreement; and (v) Fikri
shall not be required by Coldwin to devote full time to the performance of the services required
by this Agreement.

1.3 No Authority. Neither party may act as an agent of the other party. Neither party shall
have any authority to assume or create any obligation, expressed or implied on behalf of the
other party. Fikri shall act and represent itself only as an independent contractor and not as
employee of Coldwin.

ARTICLE 2 - FEES, TAXES AND PAYMENT

2.1 Fees. In consideration of Fikri performing the Services, Coldwin shall pay the fees set
forth in Schedule B (the “Fees”). Coldwin specifically acknowledges that this Agreement is not a
fixed price engagement, that the Fees shall be paid on a time and materials basis and that if an
estimate of Fees for the Services is set forth in Schedule A, it has been provided to Coldwin in
good faith and in no event shall Fikri be bound by such estimate nor shall any such estimate be
deemed to create a fixed price engagement.

2.2 Taxes. The Fees are exclusive of applicable taxes, including federal, state, provincial,
sales, value added, withholding and similar taxes, provided however, that Coldwin shall have no
obligation to pay any other taxes or levies imposed on Fikri in respect of taxes based on the net
worth or net income of Fikri, withholding taxes, worker’s compensation, Canada Pension,
employment insurance or similar amounts; all of which shall be the responsibility of Fikri in
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accordance with Section 1.2. In the event that Coldwin is required to withhold and remit any
taxes exigible on the Services or on amounts paid to Fikri hereunder to a competent authority, it
is expressly permitted to do so under the terms of this Agreement.

2.3 Payment. The Fees shall be paid in monthly instalments in arrears based upon the
number of hours worked by Fikri during the previous monthly period. Upon an instalment of the
Fees becoming due, Fikri shall invoice Coldwin setting forth an invoice number, dates covered
by the invoice, hours expended by Fikri and the summary of work performed during the invoice
period. All amounts which are not paid within 28 days from the date of the invoice shall be
charged daily interest from the date of the invoice until paid in full at the rate of 8% per annum.
If Coldwin has any delinquent accounts with Fikri, Fikri shall not be obliged to continue
performance of the Services.

ARTICLE 3 - RESPONSIBILITIES OF EACH PARTY

3.1 Fikri's Responsibilities. Subject to and in accordance with the terms and conditions of
this Agreement, Fikri shall perform its Services in a professional and workmanlike manner, using
its reasonable efforts and employing generally accepted industry standard development
methodologies. Fikri shall furnish at its expense all materials, tools and equipment required to
perform the Services, except for required software, which shall be furnished by Coldwin and
shall remain its property and be returned to Coldwin upon termination of this Agreement.

3.2 Coldwin's Responsibilities. Coldwin shall be responsible for:

(a) ensuring the prompt and efficient co-operation of all of its relevant personnel;

(b) providing access to its relevant business records, information and personnel to
advise Fikri in the development of the Designs and/or the performance of the
Services; and

(c) providing personnel, data, communication networks and other facilities required
to conduct the acceptance procedures.

ARTICLE 4 - INTELLECTUAL PROPERTY

4.1 Intellectual Property. Fikri assigns, grants, conveys and transfers in perpetuity and
without further compensation to Coldwin Fikri’s entire right, title and interest worldwide in and to
all ownership, intellectual property and other proprietary rights, in all of the work product,
writings, developments, inventions, improvements, and ideas, whether or not patentable (the
“Works”), which Fikri makes, conceives, discovers, or develops while performing the Services or
incorporates into the Works, including without limiting the generality of the foregoing:

(a) all screen layouts, files formats, specifications, designs, flow charts,
documentation, reports, materials, data, media, devices, discoveries, concepts,
ideas, processes, techniques, systems, inventions, know-how, trade secrets,
confidential information and technology licenses associated with the Designs;
and

(b) all patents, patent applications and patent registrations, if any, all trade-marks,
service marks, trade-mark and service mark applications and registrations, if any,
all copyright, copyright applications and registrations together with all other
copyright interest accruing by reason of international copyright conventions, if
any, all industrial designs, industrial design applications and registrations, if any,
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and all trade names, domestic or foreign, if any, and all trade names, domestic or
foreign, if any, arising from the Services.

Fikri also agrees that other than the Fees and other amounts payable hereunder its will not be
entitled to any payment in regard to such Works and also agrees to do at Coldwin's sole
expense whatever is necessary to enable Coldwin to apply for and secure all copyrights, patent
rights and other intellectual property rights relating thereto in Canada and elsewhere.

4.2 Waiver of Moral Rights. Fikri hereby waives his moral rights in the Works including the
right to restrain or claim damages from any distortion, mutilation or other modification of the
Works or any part thereof whatsoever, the right to be associated with the Works and the right to
restrain use or reproduction of the Works in any context and in connection with any product or
services. Fikri shall execute and deliver to Coldwin such further written waivers of his moral
rights in the Works and assignments of the Works as may be requested by Coldwin from time to
time. Coldwin shall be entitled to transfer such waivers either separately and/or in connection
with the transfer of its business.

4.3 Third Party IP and Open Source. Fikri shall not knowingly incorporate any third party
intellectual property into the Designs or otherwise incorporate, include or make the Designs or
Works dependent upon any open source, community source, shareware or freeware
(collectively, “Open Source”), without Coldwin’s expressed written direction. In the event that
Coldwin gives its expressed written direction to utilize Open Source, Fikri covenants and agrees
that it shall be done in a manner such that the Designs and Works shall not become covered by
or subject to the General Public License or any other licensing regime or similar licensing
arrangement.

ARTICLE 5 - CONFIDENTIALITY

5.1 Definition. For the purposes of this Agreement, "Confidential Information" means
without limitation and regardless of whether it is marked as “confidential”, Coldwin’s non-public
and/or competitively sensitive information, proprietary and trade secrets, development
methodologies, software, source code, inventions, research and development and results
derived therefrom, specifications, designs, data compilations, algorithms, prototypes,
simulations and test results, technical reports and analyses, business and financial plans,
pricing policies, products (both existing and proposed), services (both existing and proposed),
accounting and personnel records, client and supplier lists and attendant confidential
information, technical data and know how.

5.2 Non-Disclosure. Fikri agrees to hold all Confidential Information of Coldwin in


confidence and not to use any such Confidential Information other than as is expressly
permitted by this Agreement. Fikri shall not disclose any Confidential Information of Coldwin
without the prior written consent of Coldwin, by publication or otherwise, to any person.

5.3 Equitable Relief. Fikri acknowledges and agrees that Coldwin’s remedies at law for
breach of Fikri’s obligations under this Section would be inadequate and Coldwin shall, in the
event of any such actual or threatened breach and in addition to all other rights and remedies
under this Agreement or otherwise available at law, be entitled to equitable relief, including,
without limitation, preliminary, interlocutory and permanent injunctive relief and specific
performance, and Fikri hereby unconditionally and irrevocably waives all defences to the
granting of such relief.
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5.4 Return of Materials. Fikri agrees to promptly return to Coldwin, upon request, any and
all tangible material concerning Confidential Information of Coldwin, including copies and notes,
whether such material was made or compiled by Fikri or furnished by Coldwin.

5.5 Exceptions. Notwithstanding anything contained in this Article, Fikri shall be required to
comply with any of the foregoing restrictions in relation to information or data which is or
becomes publicly available through no fault of Fikri, which is already rightfully in Fikri’s
possession or the possession of its agents, which is rightfully obtained from a third party or
which is required to be disclosed by compulsion of law. In the event Fikri becomes legally
compelled to disclose any Confidential Information of Coldwin, Fikri shall:

(a) promptly notify Coldwin that some of its Confidential Information is about to be
disclosed and the timing of such disclosure;

(b) cooperate fully with Coldwin in seeking an injunction, protective order or other
remedy to prevent the disclosure of any such Confidential Information; and

(c) disclose only so much of Coldwin’s Confidential Information as is required to


comply with the relevant law.

ARTICLE 6 - TERM AND TERMINATION

6.1 Term. Fikri will begin work on May 13, 2010 and this Agreement shall continue until
December 31, 2010. At any time during the term of this Agreement, either party may
immediately terminate this Agreement without any reason upon two days written notice to the
other party.

6.2 Termination by Coldwin. In the event Fikri shall materially default in the performance
or observance of any obligations or responsibilities of it under this Agreement and Coldwin has
delivered written notice thereof to Fikri, upon paying all Fees and other amounts due Coldwin
shall be entitled to immediately terminate this Agreement.

6.3 Termination by Fikri. In the event Coldwin shall materially default in the performance
or observance of any obligations or responsibilities of it under this Agreement (with the
exception of its obligations under Section 2.1) and Fikri has delivered written notice thereof to
Coldwin, Fikri shall be entitled to immediately terminate this Agreement. In the event Coldwin
shall default in the performance or observance of its obligations or responsibilities of it under
Section 2.1 of this Agreement and such default shall continue for a period of 5 days after Fikri
has delivered written notice thereof to Coldwin, Fikri shall be entitled to immediately terminate
this Agreement.

ARTICLE 7 - GENERAL

7.1 Representation and Warranty. Each of Coldwin and Fikri represent and warrant to the
other that there is no legal or contractual impediment preventing or affecting such party’s ability
to enter into this Agreement and to perform the Services hereunder;

7.2 Indemnity. Subject to Section 7.4, each party shall indemnify the other party against
any loss, liability or expense arising from a breach of the representation and warranty set forth
in Section 7.1.

7.3 Force Majeure. Except for the payment of money, neither party shall be held
responsible for any delay or failure in performance of any provision of this Agreement to the
extent that delay or failure is caused by fire, flood, explosion, war, act of terrorism, labour
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disruption, embargo, inability to obtain materials or facilities from normal sources, power
failures, extreme weather conditions, government requirement, civil or military authority, act of
God or other similar causes beyond its reasonable control.

7.4 General Contract Terms. Sections 1.2, 1.3, 7.1 and 7.2, and Articles 2, 4 and 5 shall
survive the termination of this Agreement. All Schedules attached to this Agreement form an
integral part hereof. The division of this Agreement into sections and the insertion of headings
are for convenience only and shall not affect the interpretation of this Agreement. This
Agreement constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, written or oral, between the parties, which
agreements are no longer in force or in effect. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of Manitoba and each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of such province and all
courts competent to hear appeals therefrom. This Agreement shall enure to the benefit of and
shall be binding upon and enforceable by the parties and their respective heirs, personal
representatives, successors and assigns, as applicable. Fikri shall not be entitled to assign this
Agreement or subcontract the Services without the express written consent of Coldwin. No
amendment or waiver of any provision of this Agreement shall be binding unless consented to
by the other parties in writing. No waiver of a provision of this Agreement shall constitute a
continuing waiver unless otherwise agreed to in writing. This Agreement may be executed in
counterparts, each of which shall constitute one and the same instrument. For convenience, the
execution and delivery of this Agreement may be completed by facsimile, which facsimile
agreement shall be deemed to be an original for all purposes.

7.5 Notices. Any demand, notice or other communication required or permitted to be given
in connection with this Agreement shall be given by email as follows:

To Coldwin:
mike.iwasiow@coldwin.com

To Fikri:
ar.thephoenix@gmail.com

or to an address or facsimile number as may be designated by notice given by either party to


the other. Any demand, notice or other communication given by personal delivery shall be
conclusively deemed to have been given on the day of actual delivery thereof if delivered
personally, if given by prepaid registered mail, three days after posting, and if given by facsimile
transmission, email or other electronic transmission, upon completion of such transmission.

IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and
year first above written.

WITNESS FIKRI AULIA RAHMAN

COLDWIN SOFTWARE INC.

Per:
Its:
SCHEDULE A – DESCRIPTION OF SERVICES AND SOFTWARE

Fikri will provide graphic design services for the BookedIN software application and BookedIN
corporate web site.
SCHEDULE B – FEES

Coldwin will pay Fikri using the following rates:

 150 USD for the initial page or screen design

 75 USD for each additional page or screen design

Fees for any other custom design work will be negotiated on an as-needed basis.

All fees paid under this agreement must be approved by Coldwin in writing prior to any work
being commenced.

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