Consulting agreement
January 19, 2004
This Agreement ("Agreement") is made by and between Geocom Resources Inc. ("Geocom"), a Nevada corporation located at 000 Xxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX, 00000, and Xxxx Xxxxxxxxxxxx, an independent contractor ("Xxxxxxxxxxxx"), with an address at XX Xxx 00000, 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, X.X. Xxxxxx X0X 0X0
WHEREAS Geocom wishes to retain the services of Xxxxxxxxxxxx on the terms and conditions contained herein;
THIS AGREEMENT WITNESSETH that in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by the parties hereto), it is agreed by and between the parties hereto as follows:
1. Term
The services of Xxxxxxxxxxxx to Geocom shall commence on the 1st day of January 2004 and continue for a term of 1 year. The term of this agreement may be extended by mutual agreement.
2. Duties and Responsibilities
Xxxxxxxxxxxx shall provide financial and financial market advice to Geocom. These duties and responsibilities may be amended from time to time in the sole discretion of the Geocom, subject to formal notification of same being provided to the Consultant.
3. Compensation and Benefits
In consideration of the services to be provided by him hereunder, Geocom agrees to grant to the Contractor such number of stock options to Consultant as the Board of directors considers fair and reasonable, upon such terms and conditions as are set out in the Stock Option Agreement between Geocom and the Consultant and pursuant to the Geocom 2003 Stock Option Plan. Geocom's Stock Option Plan Administrator shall grant and administer such stock option, and Contractor agrees to abide by the rules of the Stock Option Plan, receipt of which is herein acknowledged. Contractor also acknowledges receipt and agreement with Geocom's Xxxxxxx Xxxxxxx Policy Rules, a copy of which are hereby provided.
4. Termination of Employment
Either Geocom or Xxxxxxxxxxxx may terminate this Agreement without notice for cause. Otherwise, either Geocom or Xxxxxxxxxxxx may terminate this Agreement with thirty days notice to the other party
5. Confidentiality
Xxxxxxxxxxxx agrees that nonpublic information relating to Geocom is the property of Geocom and the unauthorized disclosure of such information is strictly forbidden. Further, Xxxxxxxxxxxx agrees that many of Geocom's Activities are confidential and sensitive in nature, and that disclosure of such Activities could be damaging to Geocom. Accordingly, Xxxxxxxxxxxx agrees to maintain the confidentiality of Geocom's Activities unless such disclosure to a legitimate governmental or other authority is required by law. Xxxxxxxxxxxx shall notify Geocom of any such lawful demand for disclosure, and allow Geocom to respond to or otherwise mitigate any consequences arising from the demand. Unless otherwise agreed by Geocom, Xxxxxxxxxxxx shall maintain the confidentiality of Geocom's Activities, including but not restricted to all data, studies, records, maps, electronic or intellectual information, and results of Xxxxxxxxxxxx'x Activities in respect of this Agreement affecting Geocom. Following termination of this Agreement, Contractor agrees to maintain confidentiality of all Geocom information for a period of two (2) years.
6. Notice
Any notice required to be given hereunder shall be deemed to have been properly given if delivered personally or sent by pre-paid registered mail as follows:
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a. to Xxxxxxxxxxxx: |
XX Xxx 00000 |
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b. to Geocom: |
000 Xxxx Xxxxxxxx Xxxxxx |
and if sent by registered mail shall be deemed to have been received on the 4th business day of uninterrupted postal service following the date of mailing. Either party may change its address for notice at any time, by giving notice to the other party pursuant to the provisions of this agreement.
IN WITNESS WHEREOF the parties hereto have caused this agreement to be executed as of the 23rd day of January 2004.
/s/ Xxxx Hiner_______________________________
GEOCOM RESOURCES INC.
/s/ Xxxx Schellenberg__________________________
XXXX XXXXXXXXXXXX
