AGREEMENT made as of the 15th day of October, 2008 between
AGREEMENT made as of the 15th
day of October, 2008
between
ST.
XXXXXXXX ALLUVIAL SERVICES & LOGISTICS CORP.
A company
incorporated under the laws of Panama
and
its wholly owned subsidiary
LOGISTICA
y SERVICIOS ALUVIALES SQAN XXXXXXX SAC
A company
incorporated under the laws of Peru
(hereinafter
collectively called “SLAC”)
-and-
A company
incorporated under the laws of the United States of America (hereinafter called
“CMIN”)
WHEREAS CMIN wishes to obtain
consulting advice and exploration management and mineral property development
services with respect to CMIN’s exploration and development project in
Peru;
AND WHEREAS SLAC represents
that its personnel, consultants, and contractors have the qualifications and
relevant expertise in exploration and development methods and techniques as well
as experience of working in South America in general and on alluvial-type
deposits in particular;
AND WHEREAS CMIN wishes to
retain the services of SLAC, and SLAC is desirous of providing such services to
CMIN, for the aforesaid purposes on the terms and conditions hereinafter set
out;
NOW THEREFORE THIS AGREEMENT
WITNESSES that the parties hereto agree as follows:
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1.
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2.
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PROVISION
OF SERVICES. SLAC agrees, in consideration of the management
fee payable to SLAC hereunder, to provide CMIN with exploration and
development advice and management (hereinafter referred to as the
“Services”) in connection with existing and proposed exploration programs
of CMIN or its affiliated and/or subsidiary companies on the Gold Sands
project in Peru as well as the support functions required to successfully
implement such programs. The Services shall include, but not be
limited to, provision of logistics and infrastructure in the project area,
office and administration support for project activities, exploration
planning, program management, mapping, logging, provision of drilling
services and equipment, provision of a field laboratory, processing and
analysis of samples, data compilation,
data
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processing,
interpretation of data, preparation of reports, assessment of exploration
techniques, evaluation of programs, discussions and training of CMIN exploration
staff, field trips and other assistance as may be requested by
CMIN. In addition, SLAC shall endeavor to work with people and
communities that may be affected by the programs, and to minimize the impact on
the environment so as to preserve its purity. SLAC shall provide the
Services hereunder in a good and workmanlike fashion, diligently, in good faith,
and in a manner consistent with industry best practices. SLAC will
comply with all applicable statutes and regulations and the lawful requirements
and directions of any governmental authority having jurisdiction with respect to
the Services provided hereunder.
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3.
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PROVISION
OF COMPETENT PERSONNEL AND EQUIPMENT. SLAC agrees to provide
competent personnel, consultants, and contractors to carry out the
Services. SLAC will also provide appropriate equipment and
infrastructure in order that the programs call be successfully
implemented.
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4.
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PROGRAM
AND BUDGET. SLAC shall in conjunction with CMIN, develop the
overall program. Component program elements shall be budgeted,
and, upon approval by CMIN, executed under the direction of
SLAC.
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5.
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COSTS. All
costs incurred in the execution of the Services shall be charged to
CMIN.
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6.
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MANAGEMENT
FEE. SLAC shall charge a Management Fee of 10 on all costs
incurred in the execution of the
Services.
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7. INVOICING. SLAC
shall submit invoices to CMIN on a monthly basis.
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8.
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PAYMENT. CMIN
shall pay SLAC within two weeks of receipt of invoice. All
amounts due hereunder shall be paid in USD, and shall be deposited by CMIN
in a bank account as designated by SLAC in
writing.
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9.
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ADVANCE. CMIN
shall advance to SLAC the sum of USD 250,000, which sum shall be due on
execution of the agreement.
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10.
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LOCAL
TAXES. The amounts due hereunder shall be net of
taxes. CMIN shall assume the cost of any tax or withholding
obligation, and shall provide SLAC with a copy of an official receipt
evidencing payment of any such
taxes.
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11.
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INDEPENDENT
CONTRACTOR. With respect to all claims and damages on account
of loss or damage to property, or injury or death of any person or persons
arising from or out of provision of the Services by SLAC hereunder, SLAC
shall be deemed to be an independent contractor, and neither it not its
personnel shall be deemed to be a representative, agent, or employee of
CMIN, and, with respect to any such claim, damage, loss, injury or death,
SLAC shall indemnify and save CMIN harmless from and against any and all
liability for such loss, damage, injury or death, except such liability as
may arise out of sole negligence of CMIN. SLAC shall maintain
such insurances as will protect it from all claims and damages for
personal injury and death, and from all claims and property damage arising
from the provision of the Services under this
Agreement.
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12.
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CONFIDENTIALITY. SLAC
shall, and shall cause all its personnel, consultants, and contractors to,
keep confidential all information disclosed by CMIN or acquired by SLAC
through the performance of the Services hereunder, and shall not disclose
for divulge such information to third parties without the written consent
of CMIN. The obligation to keep secret and confidential and not
disclose any such information shall not apply to any information oin the
public domain or which at the time of disclosure is already known to SLAC
and/or its personnel, consultants, and contractors, or when disclosure is
required under applicable law and
regulations.
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13.
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TERMINATION
FOR DEFAULT. If either party fails to perform any of its
obligations to the other party under this Agreement, and such
non-performance is not cured within thirty (30) days after receipt by the
defaulting party of written notice of the non-performance, then the party
giving notice of non-performance may terminate this Agreement by giving
ten (10) days prior written notice to the defaulting
party.
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14.
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ARBITRATION. In
case of disputes arising under this Agreement, which are not settled
within a reasonable time and not exceeding three (3) months, the parties
shall refer such disputes and differences to arbitration in the United
States of America.
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15.
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NOTICES. Any
communication required or permitted to be given under this Agreement shall
be in writing and shall be sufficiently given if delivered by hand, sent
by facsimile, couriered, or mailed by certified or registered mail,
postage prepaid, addressed as
follows:
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TO
CMIN: CONSTITUTION
MINING CORP.
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Xxxxxxx
Xxxxx 000, Xxxxx 000
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(X0000XXX)
Xxxxxx Xxxxx
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Xxxxxxxxx
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| FAX +54-11-5236 9978 |
TO
SLAC: ST.
XXXXXXXX ALLUVIAL SERVICES & LOGISTICS CORP
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&
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LOGISTICA
y SERVICIOS ALUVIALES SAN XXXXXXX
SAC
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Xxxxx
0x, #000
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Xxxxx
Xxxxxxxxx, Xxxxxx Xxxx
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Xxxxxxxx
of Panama
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FAX x000-000-0000
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16.
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ASSIGNMENT: SLAC
may not assign, pledge, mortgage, or otherwise encumber any of its rights
hereunder without the prior written consent of
CMIN.
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17.
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GOVERNING
LAW. This Agreement shall be interpreted in accordance with the
Laws of the United States of
America.
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IN WITNESS WHEREOF the parties
hereto have executed this Agreement under their respective hands of their proper
offices duly authorized in that behalf as applicable.
By: /s/
Xxxxxx
Xxxxxxx
Xxxxxxx Xxxxxxx
Title:
President, Chief Executive Officer,
and Director
ST.
XXXXXXXX ALLUVIAL SERVICES & LOGISTICS CORP
&
LOGISTICA
y SERVICIOS ALUVIALES SAN XXXXXXX SAC
By: /s/
Xxxxx Xx
Xxxxxx
Xxxxx
Xx Xxxxxx
Title:
President
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