EXHIBIT 4.31
Consulting Agreement
Dated December 1, 2005, between
Xxxxxxx Xxxxxx
and
Centrasia Mining Corp.
CENTRASIA MINING
000-0000 XXXX XXXXXXXX XXXXXX
XXXXXXXXX, X.X., XXXXXX, X0X 0X0
TEL: 000.000.0000
FAX: 000.000.0000
December 1, 2005
TO: XX. XXXXXXX XXXXXX
RE: CONSULTING AGREEMENT
This Agreement contains the terms and conditions of your being retained as the
Vice-President of Exploration and Director of Operations, Asia for Centrasia
Mining Corp. ("Centrasia" or the "Company"). This Agreement will commence with
effect from December 1, 2005 (the "Commencement Date") and will continue until
terminated in accordance with Section 4 below.
1) GENERAL
a) POSITION & RESPONSIBILITIES: Your position will be
Vice-President of Exploration and Director of Operations, Asia
of the Company. You will report to the President of the
Company.
b) TIME AND DUTIES: You will devote all of your business time,
attention and abilities to the position hereby granted and
accepted. While performing your duties and responsibilities
you will give the Company the full benefit of your knowledge,
expertise, skill and ingenuity. You acknowledge that in this
position you may be required to fulfill duties and
responsibilities outside of normal business hours.
c) REMUNERATION: In consideration of the performance of all your
duties and responsibilities under this Agreement you will
receive a monthly retainer equal to US$8,750.00, payable in
arrears on receipt of your invoice for such amount.
d) BENEFITS AND REIMBURSABLE EXPENSES: Transport to/from project
sites, all accommodation and meal costs related to your work,
and any other reasonable out-of-pocket expenses incurred while
performing your duties will be paid by the Company.
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e) OPTIONS, ETC.: You will be eligible for the grant of
additional stock option(s) by Centrasia over and above your
existing stock option, and to the payment of cash or other
bonuses in exceptional circumstances at the discretion of the
Board of Directors of Centrasia, subject, where applicable, to
regulatory approval.
2) CONFIDENTIALITY: You acknowledge that your position with the Company
under this Agreement will place them in a position whereby they will be
party to confidential Company information ("Confidential Information")
in regard to the Company and its operations. You hereby undertake not
to reveal or pass on (unless obligated by law) or to use this
privileged Confidential Information both during and subsequent to the
termination of this Agreement, other than to carry out their
obligations to the Company. Such disclosure leading to damages to the
Company or otherwise will result in the termination of this Agreement
and/or the Company seeking damages or losses. You will not copy
Confidential Information except as required to carry out their duties
and responsibilities.
3) OBLIGATIONS: Throughout the term of this Agreement, you will faithfully
serve the Company and use your best efforts to promote and further its
business. You will act honestly and in good faith in what you
reasonably believe are the best interests of the Company. You will
adhere to all applicable policies of the Company and exercise the
degree of care, diligence and skill that a reasonably prudent manager
would exercise in comparable circumstances. You will not receive or
accept for your benefit, either directly or indirectly, any commission,
rebate, discount, gratuity or profit from any person having or
proposing business transactions with the Company, without prior written
approval from the Company.
4) TERM: This Agreement will be for a term of one year commencing on the
Commencement Date and expiring on the first anniversary of the
Commencement Date, subject to earlier termination as provided herein.
At the end of the initial term of this Agreement, it will be
automatically renewed for successive one year periods unless either
party gives written notice to the other party of non-renewal at least
90 days in advance of the expiration date of the then current term. The
parties agree that in order to protect the Company's business
interests, the Company may, in its sole discretion, waive the right to
notice and end this Agreement at any time upon payment of three month's
pay and any legitimate business expenses payable to you. Where you are
in breach of this contract, engage in conduct which is dishonest,
illegal or damaging to the reputation of the Company, willfully fails
to follow Company policy or direction, or through your own actions are
incapable of carrying out your responsibilities, then the Company may
terminate this Agreement without notice and without payment of
compensation. Upon termination of this Agreement, you will immediately
return all Company property (including, but not restricted to, all
documents or data (written or digital), keys and other hard assets).
5) GOVERNING LAW: The Agreement shall be governed by and construed in
accordance with the laws of British Columbia and the laws of Canada
applicable in British Columbia.
6) OTHER:
a) No change or modification to this Agreement will be valid
unless it is in writing and signed by both parties.
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b) The parties agree that they understand the terms contained in
this Agreement are fair and equitable, and that they have each
executed this Agreement of their own free will.
If you are in agreement with the foregoing, please sign this letter agreement
where indicated and fax it to the undersigned at 000-000-0000 or otherwise
return it to our office.
Yours sincerely,
CENTRASIA MINING CORP.
By: /s/Xxxxxxx Xxxxxxxx,
Xxxxxxx Xxxxxxxx,
President
I acknowledge and agree to the terms and conditions of my being retained as a
consultant by the Company as set out above.
DATED as of the 1st day of December, 2005
Signed: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
