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      (d) In order to determine the rights of the Executive and the Employer in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, the Executive agrees that during the Executive&apos

      (d) In order to determine the rights of the Executive and the Employer in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, the Executive agrees that during the Executive&apos

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8. Choice of Forum. Any dispute arising from or relating to this Agreement shall be resolved

in the District Court for the City and County of Denver or in the United States District Court for

the District of Colorado.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates below:





/s/ Mark A. Smith

/s/ John K. Bassett

Name: Mark A. Smith

Title: Chief Executive Officer

Date: December 31, 2010

Name: John K. Bassett

Date: December 26, 2010

1a.2.2 Renting house contract

San Miguel House Rentals


This contract is entered into on ___________________, by and between by and between San

Miguel House Rentals as Agent for the Owner of the premises rented, and

___________________ as Renter.

The Owner, through the Agent, hereby agrees to lease the furnished real property described as

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___________________, located at ___________________ in San Miguel de Allende,

Guanajuato, Mexico.

This lease shall be for a term of ___________________ days, beginning ___________________

and ending ___________________.

This lease shall be in United States Dollars in the total amount of $___________________ for

the specified length of stay above. This amount includes the addition of 6% for Mexican taxes

and administration.

A NON REFUNDABLE 50% down payment of $___________________ United States Dollars

should be forwarded to the Agent after completing this lease.

The Agent will not consider the lease binding until the 50% down payment has been received.

The balance of the second 50% payment plus the refundable security deposit will be due 45 days

prior to the first day of the lease term. The Renter shall also submit this balance-due payment to

the Agent.


A separate deposit of $___________________ United States Dollars will be forwarded to

the Agent with the final 50% amount, to be held by Agent as telephone/damage deposit. It is not

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considered as rent and will be returned to the renter upon compliance with the following


1. no long distance phone calls charged to property,

2. payment of all rent due,

3. the premises left in a clean habitable condition,

4. the return of all keys and

5. removal of abandoned articles.

Deductions from the deposit shall be made for any damage done to property (normal wear and

tear excepted) including scratches, burns, stains, holes in walls, as well as damage of personal

property of Owner. Also there will be a $25.00 United States Dollar charge for each key not


After the above conditions have been satisfied and excluded by the Agent, the balance or full

amount of the deposit will be returned to Renter. Your security/phone deposit will be held for at

least 60 days following your departure or until the final TelMex bill arrives after your stay and all

telephone charges have been cleared.


We proudly represent Non-Smoking homes.

Arrivals and check-ins are daily after 2 P.M. Check-outs and departures must be prior to 12 noon

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on the last day of the contract.

Check-ins and check-outs before or after these times can be negotiated for an additional fee,

pending availability of the house. There is a fee of $50.00 United States Dollars for late night


Stocking the house with food, beverages, fruits, vegetables etc. is also available at an additional


Payments for this lease can be in United States Dollars or the Mexican Peso equivalent. Please

contact the Agentfor specific payment options.

Reservations are confirmed upon receipt of this electronic contract as well as the first 50%

payment of the rental rate and taxes by the Agent. You can make payment by credit card online

through PayPal, by wire transfer to our Mexican bank, or by mailing us a U.S. bank check in

U.S. dollars.

IMPORTANT: The check needs to be made payable exactly like this:


Renter accepts the premises in their present condition and agrees to take good care of said

premises. This care includes not making any alterations, additions, repairs or improvements

and/or any removal of the Owner'spersonal property from the premises without the approval of

the Agent. The Renter also agrees to accept the liability of any negligence caused by a family

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member or guest of the Renter who would not live up to the above conditions of this rental

contract. The Renter agrees to contact the Agent at once if an infraction of the lease occurs with

regard to damage and pay to Agent immediately the cost of repairs or the solution to the problem


Renter will pay reasonable attorney's fees and court costs, if any, incurred by

the Agent or Owner in enforcing this contract in court or otherwise to recover costs of damages.


Homes with wood burning fireplaces do not come furnished with firewood. All firewood is

at Renter's expense.


Any complaints which the Renter may have concerning the premises shall be directed to

the Agent. The Agentwill attempt to take care of any concerns or emergencies. A complaint may

be resolved immediately, or it may require some time to address the situation appropriately.

Whichever the case, this does not alter the contract.

Renter shall use the premises solely for residential purposes. The premises shall not be occupied

by more than ____________ persons. Parties or gatherings of more than twice the occupancy of

the house require advance approval by the Agent, and certain extra charges apply. There will be

a charge in the amount of $200 United States Dollars per day for each person staying overnight

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in the house beyond the occupancy limit specified without prior permission of the Agent.

Our general policy is that pets are not allowed, but in some special cases the Owner will allow

small well-behaved pets for an ADDITIONAL SECURITY DEPOSIT of $250 United States

Dollars. Any agreement regarding pets shall be negotiated and paid for prior to your arrival.

Agent will have the right to show the premises to prospective clients ( future renters or potential

buyers, if the house is for sale ) with 24 hour notice to Renter at Renter's convenience.

The Agent has the right to inspect the premises at anytime if Agent has reasonable cause to

believe the Renter or any other person is misusing or damaging the premises or furnishings


This contract may be amended only by a written agreement executed by Agent and Renter. All

discussions, understandings and agreements, whether written or verbal, between the parties, shall

be governed and interpreted under the law of the Republic of Mexico. The jurisdiction to which

the Renter and Agent submit themselves to in the Republic of Mexico is San Miguel de Allende,

State of Guanajuato expressly waiving any other jurisdiction that may correspond to them due to

their present or future domiciles or due to any other cause.

If for any reason the Owner cannot deliver the property for the specified time, the Agent will try

to find a comparable property to the satisfaction of the Renter. If the Renter cannot be satisfied,

the Agent will refund all money collected to that point.

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Agent or Owner will assume no personal liability with respect to Renter, Family of Renter or

Visitor except in the case of Agent's willful deception of Renter regarding the premises or gross

negligence in performing the duties as Agent. In no event shall the Agent or Owner be liable

to Renter for any consequential or indirect damages, injury, or for pain or suffering incurred

by Renter in connection with this contract to lease the specified premises. The use of stairways,

balconies, rooftops and pools as well as gas and electric appliances are at the Renter, Family

of Renter or Visitors' own risk.

If children are included in the rental party, the Renters are responsible for the behavior and

actions of their children and any of the children's friends or guests. Renters must agree

personally to supervise any children on the rental property, especially in homes with pools. It

should be understood that the household staff is present to perform cleaning and cooking duties;

they are not authorized to serve as babysitters. Renters are responsible for procuring their own

babysitting services.

By affixing his/her name to this contract, and completing the following form, it is understood

that the Renter has read and agreed to all the above terms and conditions.

Signature of Renter __________________________________


Renter's Name:

Street Address:

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San Miguel House Rentals

San Miguel de Allende, Mexico

Phone: 011-52 415 120 0829

E-mail: San Miguel House Rentals

1b.1 Chwee Kin Keong v Digilandmall. Pte Ltd

Fact: The respondent was a company that sold information technology products across the

internet. As part of its business it operated a website owned by Hewlett Packard and its own

website ('the Digilandmall website'). On 8 January 2003 employees of an entity related to the

respondent, Digiland International Ltd ('DIL'), were undergoing a training session at the

respondent's premises. A DIL employee inadvertently loaded contents of the training template

onto the Digiland commerce website, which then automatically and instantaneously initiated the

insertion of similar contents onto all three websites. As a result of the mistake the price of the

laser printer 'HPC 9660A Color Laserjet 4600' was advertised at the wrong price of $66. The

actual price was $3,854. All six appellants were graduates conversant with the usage of the

internet and its practices, and endowed with more than an adequate understanding of business

and commercial practices. There were various communications between the six appellants on 13

January 2003, including a comment from a third party to the first appellant that he thought the

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price of the printers was the 'wrong posted price'. In the early hours of 13 January 2003 the six

appellants placed orders over the internet for 1,606 of the printers. Confirmation notes were

automatically despatched to the appellants through e-mail. When the respondent learnt of the

error the advertisement was promptly removed from the websites and the appellants, as well as

778 other buyers of the printers, were informed that the price posting was an error and that the

respondents would not be meeting the orders. The appellants collectively and individually

maintained that while they thought the price of $66 was a good deal, they did not think that the

website prices had been mistakenly placed or inserted. The appellants brought legal proceedings

seeking enforcement of the contracts. It was submitted on behalf

[2006] 1 LRC 37 at 38

of the appellants that the contract was binding and one which the respondent was obliged to

honour. The High Court dismissed the action, holding that the contracts were void because the

appellants had actual, or alternatively constructive, knowledge of the respondent's mistake. The

appellants appealed to the Court of Appeal. The main issue in the proceedings was the level of

knowledge possessed and/or belief entertained by each of the appellants when they entered into

each of the transactions for the purchase of the laser printers. The appellants also contended that

the High Court had erred in awarding the respondent the full costs of the trial as there were

several issues at trial on which the respondent had not succeeded.

HELD: Appeal dismissed. Costs order set aside and order for reduced amount of costs


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1b.2. McRae v Commonwealth Disposals Commission (1950) 84 CLR 377

Facts: The defendants sold an oil tanker described as lying on Jourmand Reef off Papua. The

plaintiffs incurred considerable expenditure in sending a salvage expedition to look for the

tanker. There was in fact no oil tanker, nor any place known as Jourmand Reef. The plaintiffs

brought an action for (1) breach of contract, (2) deceit, and (3) negligence.

Decision: The trial judge gave judgment for the plaintiffs in the action for deceit. He held

that Couturier v Hastie obliged him to hold that the contract of sale was void and the claim for

breach of contract failed. Both parties appealed.

The High Court of Australia stated that it was not decided in Couturier v Hastie that the contract

in that case was void. The question whether it was void or not did not arise. If it had arisen, as in

an action by the purchaser for damages, it would have turned on the ulterior question whether the

contract was subject to an implied condition precedent. In the present case, there was a contract,

and the Commission contracted that a tanker existed in the position specified. Since there was no

such tanker, there had been a breach of contract, and the plaintiffs were entitled to damages for

that breach.

1b.2 Taylor v Johnson (1983)

Fact Plaintiff and Defendants are both horse breeders. Plaintiff and Defendant entered in an

agreement to breed Plaintiff’s mares with Defendant’s Stallion. Defendant then sold the stallion

and shipped it to Kentucky. Plaintiff and Defendant made several attempts to breed the mares

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with the stallion but the breeding never came to pass.

Decision For there to be anticipatory breach as a matter of law, one party must state, clearly, that

they will not perform the contract or make such performance impossible, not, merely, difficult.

1b.3 Leaf v International Galleries [1950] 2 KB 86

Fact: The claimant purchased a painting from the defendant. Both parties believed that the

painting was by the artist Constable. In fact 5 years later the claimant discovered the painting

was not a Constable. The claimant brought an action based both on misrepresentation and


The claim based on misrepresentation was successful however, since it was an innocent

misrepresentation, the claimant had lost the right to rescind the contract through lapse of time.

With innocent misrep the time starts to run from the date of the contract not the date of


Decision: The claim based on mistake was unsuccessful as the mistake related to the quality and

did not render the subject matter something essentially different from that which it was believed

to be. He believed he was buying a painting and he got a painting.

1c.3.1. Balfour v Balfour [1919] 2 KB 571

Facts: A husband worked overseas and agreed to send maintenance payments to his wife. At the

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      (d) In order to determine the rights of the Executive and the Employer in any idea, discovery, invention, improvement, software, writing or other material, and to insure the protection of the same, the Executive agrees that during the Executive&apos

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