Investor Relations Service Agreement
Investor Relations Service Agreement
THIS AGREEMENT is dated for reference the July 15th, 2010
BETWEEN:
DEL TORO SILVER CORP, located
at 000 - 000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX,
Xxxxxx, X0X 0X0
(The “Company”)
AND:
GOAL CAPITAL LLC (a Nevada
based LLC) located 00000 Xxxxxx
Xx. #X, Xxxxxx Xxxxxx, XX 00000
(The “Consultant”)
WHEREAS the Company and the Consultant wish to enter into this Agreement regarding the provision of the Consultant’s services to the Company,
THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
| 1 |
SERVICES |
| 1.1 |
The Company hereby retains the Consultant upon the terms and conditions of this Agreement, and the Consultant hereby accepts such terms and conditions. |
| 1.2 |
The Consultant shall provide the Company with expertise and assistance in the areas generally described in Schedule “A” to this Agreement and such other services as the Company and Consultant may agree to from time to time. If requested by the Company, the Consultant shall be a member of the Company’s Strategic Advisory Board at the pleasure of the Company. |
| 1.3 |
The Consultant and the Company agree and understand that the Consultant is an independent contractor and not the agent, employee, servant, partner or joint venturer of the Company. |
| 1.4 |
The Consultant shall take direction from and report to the Company’s chief executive officer or to such other person as the Company’s chief executive officer may direct. The Consultant shall devote a substantial portion of his time and attention to the Company’s business so as to properly perform his duties hereunder. |
| 1.5 |
The Consultant covenants that it shall not do, or fail to do, anything which could be reasonably expected to damage the reputation of the Company, its affiliates or any of its directors, officers, employees, contractors or consultants. |
| 1.6 |
The Consultant will ensure that the substantive content of any and all public communications prepared by the Consultant in respect of the Company will not be released to the public until it has been reviewed and consented to by a senior officer of the Company, which consent must be expressed in writing. |
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| 2 |
TERM |
| 2.1 |
The term of this Agreement shall be as stated in Schedule “A”. |
| 3 |
REMUNERATION AND EXPENSES |
| 3.1 |
The Consultant’s remuneration will be as specified in Schedule “A”. |
| 3.2 |
Subject to the limitations expressed below with respect to prior authorization, the Company shall reimburse the Consultant for all reasonable expenses incurred by it in furtherance of the Company's business. The Consultant shall submit statements and receipts for all expenses claimed. The Consultant acknowledges and agrees that the Company’s obligation to reimburse those expenses is subject to the following limitations: |
| 3.3 |
the Company will only reimburse the Consultant for those expenses that the Company considers reasonable or to which the Company has granted prior written authorization; |
| 3.4 |
the Company will not be responsible for, and the Consultant will be responsible for and pay expenses associated with the provision of office space and general office support services (e.g. staff, utilities, office equipment) that may be required by the Consultant in connection with rendering the services to the Company; and |
| 3.5 |
the Company will not be responsible for, and the Consultant will be responsible for and will pay all costs of conducting the Consultant’s business, including but not limited to, the expense and responsibility for any applicable insurance or licenses, permits, taxes or assessments of any kind, and payment of all business and employment taxes including, but not limited to, income taxes, contributions, and worker’s compensation premiums. |
| 3.6 |
The Consultant is knowledgeable, sophisticated and experienced in making, and is qualified to make, decisions with respect to investments in shares, including investments in securities issued by the Company, and including an investment decision like that involved in the acquisition of shares and options as compensation as set forth in Schedule A. The Consultant is acquiring the number of shares and options set forth in Schedule A in the ordinary course of its business and for its own account for investment only, and has no intention of distributing any of the shares and options nor any arrangement or understanding with any other persons regarding the distribution of such shares and options within the meaning of Section 2(11) of the United States Securities Act of 1933, as amended (the “Securities Act”). The Consultant has been given access to officers and directors of the Company, who have responded to inquiries regarding the Company and the shares. The Consultant understands that the shares are being issued to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Consultant’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Consultant set forth herein in order to determine the availability of such exemptions and the eligibility of the Consultant to acquire the shares and options. |
| 4 |
CONFIDENTIAL INFORMATION |
| 4.1 | The Consultant shall keep all Confidential Information in confidence and not use or allow others to use any Confidential Information except for the Company’s benefit and the Consultant shall use its best efforts to ensure that all of its employees, agents directors and officers who become privy to the Confidential Information are bound by the terms of this section. In this Agreement, “Confidential Information” means all data, processes, formulations, analysis, methodologies and other information which is designated by the Company as confidential or which would be reasonably understood to be confidential information based on the substance of the information and the circumstances under which it is conveyed, whether orally or in writing, except for any part of the Confidential Information which: |
— 3 —
| 4.2 | Is or becomes publicly available other than as a result of a disclosure by the Company; |
| 4.3 | is or becomes available to the Consultant from a source (other than the Company or its representatives) which, to the best of the Consultant’s knowledge after due inquiry, is not prohibited from disclosing such information to the Consultant by a legal, contractual or fiduciary obligation; or |
| 4.4 | the Consultant demonstrates was properly in the Consultant’s possession or control at the time of disclosure of that Confidential Information to it by the Company or its representatives. |
| 4.5 | The Consultant agrees that it shall not, before or after termination or expiry of this Agreement, remove any reports information, property, or any other material belonging to the Company, or any reproductions thereof, without the prior written permission of the Company’s CEO. |
| 4.6 | The Consultant acknowledges and agrees that, without prejudice to any and all rights of either party to this Agreement, an injunction may be the only effective remedy to protect a breach of the provisions of this section 4. This section 4 will survive the termination of this Agreement. |
| 5 | TERMINATION OF AGREEMENT |
| 5.1 | This Agreement may be terminated by the Company immediately upon breach of this agreement by the Consultant. The company must have legitimate and justifiable proof that such a breach has occurred. Upon any such termination, the Company shall pay Consultant for any fees earned and expenses incurred through the date of termination. |
| 6 | RELATIONSHIP |
| 6.1 | The Consultant is an independent contractor of the Company, and no party to this Agreement will make any representations or statements indicating or suggesting that any joint venture, partnership, or other such relationship exists between the Company and the Consultant. The Company and the Consultant will have no authority to assume or create obligations binding upon the other and will not take any action which may have the effect of creating the appearance of having such authority. |
| 7 | COMPLIANCE WITH LAWS |
| 7.1 | The Consultant shall comply with all applicable statutes, rules and regulations and the lawful requirements and directions of any governmental authority having jurisdiction with respect to the provision of its services. |
| 8 | MISCELLANEOUS |
| 8.1 | The provisions of the schedules attached to this Agreement form an integral part of this Agreement. |
| 8.2 | Any notice or other communication given under this Agreement shall be in writing and shall be deemed to have been given if personally delivered to a party hereto at its address appearing on the first page of this Agreement (or to such other address as one party provides to the other in a notice given according to this subsection). All notices and other communications shall be deemed to have been given and received on the first business day following its delivery as aforesaid. |
| 8.3 | The provisions of sections 4 of this Agreement shall survive the expiry or earlier termination of this Agreement. |
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| 8.4 |
Each provision of this Agreement is severable. If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, the illegality, invalidity or unenforceability of that provision will not affect: |
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| 8.5 |
the legality, validity or enforceability of the remaining provisions of this Agreement, or |
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| 8.6 |
the legality, validity or enforceability of that provision in any other jurisdiction |
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| 8.7 |
Except that if: |
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| 8.7.1 |
on the reasonable construction of this Agreement as a whole, the applicability of the other provision presumes the validity and enforceability of the particular provision, the other provision will be deemed also to be invalid or unenforceable; and |
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| 8.7.2 |
as a result of the determination by a court of competent jurisdiction that any part of this Agreement is unenforceable or invalid and, as a result of this Section 8.4, the basic intentions of the parties in this Agreement are entirely frustrated, the parties hereto will use all reasonable efforts to amend, supplement or otherwise vary this Agreement to confirm their mutual intention in entering into this Agreement. |
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| 8.8 |
This Agreement may not be assigned by either party hereto without the prior written consent of the other. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. |
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| 8.9 |
The laws of California and the laws of the United States of America are applicable therein shall exclusively govern this Agreement. |
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| 8.10 |
This Agreement represents the entire agreement between the parties hereto and their respective principals and supersedes all prior agreements and understandings, whether written or oral, between the parties concerning the Consultant's provision of services to the Company. This Agreement may not be amended or otherwise modified except by an instrument in writing signed by both parties. |
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| 8.11 |
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which shall constitute one agreement. This Agreement may be delivered by fax. |
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IN WITNESS WHEREOF the parties have executed this Agreement as of the 15th day of July, 2010 the above written notwithstanding its actual date of execution.
| DEL TORO SILVER CORP | ||
| Per: | /s/ Xxxx XxXxxxx | |
| Xxxx XxXxxxx, President | ||
| GOAL CAPITAL LLC. | ||
| Per: | /s/ Xxxxx Xxxxxxxx | |
| Xxxxx Xxxxxxxx, President / CEO |
Schedule A
Details of Retainer
The Consultant shall provide the Company with his expertise and assistance, on a part time basis, in the following areas:
Investor Relations (including company information dissemination to interested parties, inquiry responses, assistance with company events, advertising, etc.) In this regard, the Consultant acknowledges and agrees that it is of principal importance to the Company that the Consultant initiates contact with and introduce the Company to relevant industry analysts, institutional and retail investors throughout North America and Europe.
General Shareholder Relations (including responding to shareholder inquiries, proper disclosure, news release & update dissemination, assistance with other disclosure issues, etc.)
Investor Database Development (creation and maintenance of an investor & shareholder database to be used for full, proper and timely disclosure)
Corporate Consultation (including assistance with internal company matters, news release & reporting issues, possible finance issues, etc.)
The term of this Agreement will commence on July 15th, 2010 (the “Start Date”) and will terminate on July 15th, 2011 (subject to Section 5.1) .
The Company will compensate the Consultant with 100,000 restricted common shares of Del Toro Silver Corp (DTOR: OTCBB) at the commencement of this agreement (or upon approval of the issuance of such shares by related Regulatory Bodies). The Consultant specifically acknowledges its representations contained in Section 3.6 of this Agreement.
Financing: The Company and Consultant may negotiate a separate agreement regarding future financings of the Company.
