CONSULTING AGREEMENT
Exhibit
99.3
This
Consulting Agreement
("Agreement") is effective as of June 1, 2007 between Scharfe Holdings Inc.
0000
Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0 (“Scharfe” or
“Consultant”), and Pacific Copper Corp. Suite 10A 0000 Xxxxx Xxxx Xxxx.,
Xxxxxxxx Xxxxxxx, Xxxxxx X0X 0X0 (“Pacific Copper,” “Client” or the “Company”),
in connection with the rendering by Scharfe to Pacific Copper of consulting
services, as described herein below, for and in consideration of the
compensation described.
WHEREAS,
Pacific
Copper about to be a publicly traded company on the OTCBB, and desires to retain
Scharfe to perform certain consulting services as described herein and Scharfe
is willing to render and provide such service to the Company.
THEREFORE,
in
consideration of the mutual agreements and covenants set forth in this
Agreement, and intending to be legally bound hereby, the parties agree as
follows:
1.
Engagement of Consultant. The
Company hereby engages and retains Consultant to render to the Company the
consulting services (the “Consulting Services”) described in paragraph 2 hereof
for the period commencing on the date this Agreement is executed by both parties
and ending fifteen months thereafter (the "Consulting Period").
2.
Description of Consulting Services. The
Consulting Services rendered by Consultant hereunder shall consist of
consultations with management of the Company as such management may from time
to
time require during the consulting period. Such consultation with management
shall be with respect to financial matters, business growth and development,
and
general business consultation. The Consulting Services may include such other
matters as may be agreed upon between the Company and Consultant.
3.
Compensation for Consulting Services.
The
Company shall pay to Consultant and/or assigns as instructed by Consultant
for
the Consulting Services rendered hereunder, the sum of 1,000,000 shares of
restricted common stock of the Company (“Consultant Shares”) which shall be
earned in the following manner: 1,000,000 shares will be earned by the
Consultant and/or assigns in equal installments of 250,000 shares on December
1,
2007, March 1, 2008, June 1, 2008 and September 1, 2008. Said 1,000,000 shares
of restricted common stock of the Company will be tendered to Consultant and/or
assigns in one certificate on June 1, 2007; provided, however, that Consultant
must return any unearned shares upon termination of this Agreement.
4.
Compensation of Out-of-Pocket Expenses.
The
Company shall be responsible for reimbursing Consultant for reasonable,
accountable, out-of-pocket expenses incurred in performing the services provided
in this Agreement. Such reimbursement would be in addition to any compensation
for services as provided herein above and would be payable in cash, unless
otherwise agreed among the parties, within 60 days after receipt of an invoice
from Consultant. Any expenses in excess of $250.00 in any calendar month for
which Consultant would be entitled to receive reimbursement would require
advance written approval by the Company. The cost of all travel including
airline ticketing, hotel accommodations and other related travel costs shall,
at
the election of Consultant, be prepaid by the Company. The Company shall be
responsible for the fees of accountants, outside legal counsel, other advisors
and other services requested by the Company when pursuing a
transaction.
5.
Non Exclusivity of Consultants Undertakings. The
Company expressly understands and agrees that Consultant shall not be prevented
or barred from rendering services of the same nature as or a similar nature
to
those described in this Agreement, or of any nature whatsoever, for or on behalf
of any person, firm, corporation, or entity other than the Company. Company
understands and accepts that Consultant is currently providing consulting
services to other public companies and will continue to do so during the term
of
this Agreement. Company also understands and accepts that Consultant will seek
new clients to provide its consulting services to during the term of this
Agreement.
6.
Termination of Relationship. This
Agreement shall, unless sooner terminated as provided herein below, continue
for
the duration of the Consulting Period as defined in paragraph 1 herein above.
Such term shall be renewed upon mutual agreement of the parties. Either
Consultant or the Company may terminate this Agreement with or without cause
upon thirty (30) days written notice to the other provided the Company may
not
give notice of cancellation before September 1, 2007.
In
the
event of Termination, the Consultant shall be entitled to accrued expense
reimbursements and consultant shares vested prior to the termination of this
Agreement. Further, in the event of Termination, the Consultant Shares that
have
vested through such 30th
day are
deemed earned by Consultant.
7.
Miscellaneous
A.
Notices.
Any
notice or other communication required or permitted by any provision of this
Agreement shall be in writing and shall be deemed to have been given or served
for all purposes if delivered personally or sent by registered or certified
mail, return receipt requested, postage prepaid, addressed to the parties at
the
addresses first set forth above.
B.
Entire Agreement.
This
Agreement constitutes the entire agreement between the parties relating to
the
subject matter of this Agreement and supersedes all prior discussions between
the parties. There are no terms, obligations, covenants, express or implied
warranties, representations, statements or conditions other than those set
forth
in this Agreement. No variations or modification of this Agreement or waiver
of
any of its terms or provisions shall be valid unless in writing and signed
by
both parties.
C.
Amendment.
This
Agreement shall not be modified or amended except by written agreement of the
parties hereto.
D.
Governing Law.
Each of
the provisions of this Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware.
X.
Xxxxx;
Partial Exercise.
No
failure or delay by any party in exercising any right, power or privilege under
this Agreement shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, power or
privilege.
F. Severability.
Should
any part of the Agreement for any reason be declared invalid or unenforceable,
such decision shall not affect the validity or enforceability of any remaining
portion, which remaining portion shall remain in force and effect as if this
Agreement had been executed with the invalid or unenforceable portion thereof
eliminated and it is hereby declared the intention of the parties hereto that
they would have executed the remaining portion of this Agreement without
including therein any such part, parts or portion which may, for any reason,
be
hereafter declared invalid or unenforceable. Should any material term of this
Agreement be in conflict any laws or regulations, the parties shall in good
faith attempt to negotiate a lawful modification of this Agreement which will
preserve, to the greatest extent possible, the original expectation of the
parties.
G.
Arbitration.
Any
controversy or claim arising out of or relating to this Agreement, or the breach
thereof, shall be settled by arbitration in Buffalo New York in accordance
with
the rules of the American Arbitration Association, and the judgment upon the
award rendered may be entered in any court having jurisdiction
thereon.
H.
Counterparts.
This
Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together shall constitute one and the
same
instrument. Execution and delivery of this Agreement by exchange of facsimile
copies bearing facsimile signature of a party shall constitute a valid and
binding execution and delivery of this Agreement by such party. Such facsimile
copies shall constitute enforceable original documents.
2
In
Witness Whereof,
the
undersigned parties hereto have executed this Agreement on the dates set forth
opposite their respective signatures.
| PACIFIC COPPER CORP. | ||
| |
|
|
| Dated: May 18, 2007 | By: | /s/ Xxxxxxxx Xxxxxx |
|
Xxxxxxxx Xxxxxx |
||
| Corporate Secretary | ||
| SCHARFE HOLDINGS INC. | ||
| |
|
|
| Dated: May 23, 2007 | By: | /s/ Xxxx Xxxxxxx |
|
Xxxx Xxxxxxx |
||
| President | ||
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