MANAGEMENT AGREEMENT
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THIS AGREEMENT made as of the 1st day of May, 2001.
BETWEEN:
SOLARA VENTURES INC. , a company incorporated under the laws of
the State of Delaware, having an office at Xxxxx 0000, 000
Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
(the "Company")
OF THE FIRST PART
AND:
XXXXX XXXXXXX, of Xxxxx 0000, 000 Xxxxxxxxx Xxxxxx, Xxxxxxx
Xxxxxxxx, X0X 0X0
("Jardine")
OF THE SECOND PART
WHEREAS:
A. The Company is involved in the business of acquiring and
developing natural resource properties.
B. The Company wishes to retain Jardine to provide certain
services to the Company, and therefore enters into this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSETH that the parties mutually covenant and
agree as follows:
DUTIES OF JARDINE
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1. Jardine will provide general Company administration and control pursuant
to the terms and conditions of this Agreement.
2. Jardine will provide the following services to the Company:
(a) administration of the day to day affairs of the Company and any
subsidiary;
(b) aid in the negotiation and conclusion of acquisitions of
resource properties worthy of exploration;
(c) liaison with the Company's auditors, accountants and lawyers;
and
(d) co-ordination of the dissemination of news of the Company to
the public and to shareholders of the Company.
3. Jardine will, during the continuance of this Agreement, devote
sufficient time to the business of the Company, and to any subsidiary of
the Company, for the performance of the said services faithfully,
diligently, to the best of its abilities and in the best interests of
the Company.
4. The term subsidiary as used herein means any company or companies of
which more than fifty percent of the outstanding shares carrying votes
at all times (provided that the ownership of such shares confers the
right at all times to elect at least a majority of the Board of
Directors of such company or companies) are for the time being owned by
or held for the Company and/or any other company in like relation to the
Company and includes any company in like relation to the subsidiary.
5. The term of this Agreement will be two years commencing on May 1, 2001.
6. Provided that Jardine is not in default hereunder, this Agreement will
automatically renew for a further one year term, and will successively
renew for further one year terms, unless Jardine or the Company gives
the other party 60 days notice of non-renewal, in which case it will
terminate.
7. For Jardine's services under this Agreement, the Company will pay a
basic salary of US$1,500 a month, and reimbursement for all expenses
incurred in the course of performing his services.
8. Notwithstanding clause 7, the salary and expenses reimbursement will be
renegotiated in good faith, employing industry parameters, upon each
anniversary of this Agreement if notice is given by either party to the
other 30 days prior to such anniversary that renegotiation is desired.
If agreement or a new formula cannot be reached then the matter will be
determined by binding arbitration in accordance with the Commercial
Arbitration Act of British Columbia.
RESTRICTIONS ON JARDINE
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9. Jardine will not engage in any business which reasonably may detract
from, compete with, or conflict with its duties to the Company without
the consent of the Board of Directors.
Jardine will not, except as authorized or required by his duties, reveal
or divulge to any person or companies any of the trade secrets, secret
or confidential operations, processes or dealings or any information
concerning the organization, business, finances, transactions or other
affairs of the Company, or of its subsidiaries, which may come to his
knowledge during the term of this Agreement and will keep in complete
secrecy all confidential information entrusted to him and will not use
or attempt to use any such information in any manner which may injure or
cause loss either directly or indirectly to the Company's business or
may be likely so to do. This restriction will continue to apply after
the termination of this Agreement without limit in point of time but
will cease to apply to information or knowledge which may come into the
public domain.
REPORTING BY JARDINE
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11. At least once in every month, Jardine will provide to the directors of
the Company such information concerning the Company's businesses and
activities for the previous month as the directors may reasonably
require.
TERMINATION
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12. This Agreement may be terminated by either party without notice and
damages sought if at any time:
(a) the other party commits a material breach of a provision of
this Agreement;
(b) the other party is unable or unwilling to perform the duties
under this Agreement;
(c) the other party commits fraud or serious neglect or misconduct
in the discharge of its or his duties hereunder or under the
law; or
(d) the other party becomes bankrupt or makes any arrangement or
compromise with its or his creditors.
ASSIGNMENT
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13. This Agreement may not be assigned by either party except with the
written consent of the other party.
GENERAL
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14. Time will be of the essence of this Agreement.
15. The parties will from time to time after the execution of this Agreement
make, do, execute or cause or permit to be made, done or executed all
such further and other acts, deeds, things, devices and assurances in
law whatsoever as may be required to carry out the true intention and to
give full force and effect to this Agreement.
16. This Agreement embodies the entire agreement and understanding between
the parties hereto and supersedes all prior agreements and undertakings,
whether oral or written, relative to the subject matter hereof.
17. The following rules will be applied in interpreting this Agreement:
(a) this Agreement will enure to the benefit of and be binding
upon each of the parties hereto and their respective successors
and permitted assigns;
(b) any reference to the Company or Jardine will include their
heirs, executors, administrators,successors and assigns;
(c) if any provision of this Agreement or any part of it is found or
determined to be invalid such provision will be severable from
this Agreement and the remainder of this Agreement will be
construed as if such invalid provision or part had been deleted
from this Agreement; and
(d) this Agreement and all matters arising under it will be
governed by the laws of British Columbia.
18. All notices, requests, demands and other communications hereunder shall
be in writing and shall be sent by prepaid registered mail deposited in
a Post Office in Canada addressed to the party entitled to receive the
same, delivered in person to such party or transmitted by telecopy or
similar means of recorded electronic communications, as follows:
To the Company: Xxxxx 0000 - 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0
Facsimile: (000) 000-0000
To Jardine: Xxxxx 0000, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
Facsimile: (000) 000-0000
or to such other address as may be given in writing by the Company or
Jardine, and the date of receipt of such notice, demand or other
communication shall be the date of delivery or transmission thereof if
delivered or transmitted, or, if given by registered mail as aforesaid,
shall be deemed conclusively to be the fifth day after the same shall
have been so mailed except in the case of interruption of postal
services for any reason whatever, in which case the date of receipt
shall be the date on which the notice, demand or other communication is
actually received by the addressee.
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first
above written.
The Corporate Seal of )
SOLARA VENTURES INC. )
was hereto affixed in the presence of: ) c/s
)
--------------------------------- )
Authorized Signatory )
)
--------------------------------- )
Authorized Signatory )
Signed, Sealed and Delivered by )
XXXXX XXXXXXX in the presence of: )
)
)
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Name ) XXXXX XXXXXXX
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Address )
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Occupation
