THIS AGREEMENT made as of the 16th day of September 1999.
BETWEEN Infowave Software, Inc., having an office at Suite 188 - 4664 Lougheed Highway, Burnaby, B.C.,
Canada, ("Employer") and Todd Carter ("Employee").
WHEREAS the Employer desires to secure the services of the Employee which are considered by the Employer
to be valuable to it;
AND WHEREAS the Employee desires to enter into the full and active employ of the Employer in accordance
with the terms and conditions herein set forth;
AND WHEREAS the Employee acknowledges that in the performance of the services contemplated by this
agreement he will create or be privy to Trade Secrets and other confidential information, inventions, works,
designs and other intellectual property, all of which are valuable to the Employer;
AND WHEREAS there may exist previous agreements between the Employer and the Employee;
NOW THEREFORE in consideration of the Employer employing or continuing the employment of the Employee
and for other good and valuable consideration, the parties hereto hereby agree as follows:
1.1. "Confidential Information" means information concerning the Employer's scientific and business interests
including the Technology which is not generally available to third parties and which is treated by the Employer, in
accordance with its policies, as confidential information or a trade secret.
1.2 "Technology" means the research and development carried out by the Employer during the term of this
agreement, and the research and development that during the term of this agreement the Employer comes to
anticipate carrying out in the future.
1.3 "Work Product" means any work, research or development produced or created by the Employee of a
technical, scientific, or business nature pertinent to the Employer's scientific or business interests including that
relating to the Technology or Confidential Information.
1.4 "Compete" means to research, develop, manufacture, distribute, or ma