EXHIBIT 6.3
EMPLOYMENT AND SERVICES AGREEMENT
THIS AGREEMENT dated for reference August 2, 1999
BETWEEN:
XXXXXXX LAKE MINERALS
A Nevada state corporation having an office at
Suite 2100 - 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
(herein called "Xxxxxxx Lake")
OF THE FIRST PART
AND:
XXXXX XXXX,
of Suite 102 - 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, XX, Xxxxxx X0X 0X0
("Xxxx")
OF THE SECOND PART
WHEREAS:
X. Xxxxxxx Lake wishes to retain the services of Xxxx as President and
Chairman of the Board of Xxxxxxx Lake to assist in the development of Xxxxxxx
Lake's business plan and operation of Xxxxxxx Lake's principal trading activity
upon the terms and conditions contained in this Agreement; and
B. John has agreed to enter into this Agreement for the purpose of providing
certain covenants.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants and agreements herein contained, the parties hereto
do mutually covenant and agree as follows:
1. Engagement. Xxxxxxx Lake hereby engages Xxxx to provide the Services (as
hereinafter defined) and Xxxx accepts such engagement.
2. Services. Xxxx covenants to provide his services to Xxxxxxx Lake during the
Term and any renewal thereof and covenants and agrees as follows:
(a) to provide his management expertise and experience in the capacity of
President and Chairman of the Board;
(b) to manage the development and establishment of operational strategies
for the implementation of Xxxxxxx Lake's business plan, principally,
the operation and expansion of Xxxxxxx Lake's business;
(c) subject to the direction of Xxxxxxx Lake, to perform all such acts as
are necessary to properly and efficiently carry out the foregoing and
any other functions or duties requested by Xxxxxxx Lake,
(collectively, the "Services").
3. Provision of Services. Xxxx covenants and agrees to provide his services on
a part-time basis, upon the terms and conditions contained in this Agreement.
4. Term. The term of this Agreement (the "Term") shall commence on execution
of this agreement and shall automatically terminate two years from this date.
Upon the expiration of the Term, this Agreement may be renewed for a further one
(1) year term at the sole option of Xxxxxxx Lake. In the event that Xxxxxxx Lake
wishes to renew this Agreement upon the expiration of the Term, Xxxxxxx Lake
shall give notice of its intention to renew this Agreement to Xxxx not less than
two (2) months prior to the expiration of the Term. If notice of renewal is
given by Xxxxxxx Lake to Xxxx as provided herein, this Agreement will be
extended for a further term of one (1) year upon such terms and conditions as
may be negotiated by the Parties.
5. Remuneration. Xxxxxxx Lake shall pay Xxxx a remuneration package as
follows:
(1) Xxxx xxx draw a salary of up to $15,000 per year at his discretion.
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6. Expenses. Xxxxxxx Lake shall reimburse Xxxx for all travelling and other
expenses actually and properly incurred by him in connection with his duties
hereunder, provided that such expenses are supported by proper statements or
vouchers supplied to Xxxxxxx Lake within 45 days of the date the expense was
incurred.
7. Direction. Xxxx shall report to and be subject to the direction of the
Board of Directors of Xxxxxxx Lake.
8. Termination. Notwithstanding any provision contained herein to the
contrary, Xxxxxxx Lake and Xxxx xxx terminate this Agreement with 5 days written
notice by either party.
9. Confidential Information and Restrictive Covenant. Xxxx acknowledges that
in the course of his duties hereunder, he shall acquire access to data and
information relating to the operation of the business of Xxxxxxx Lake. Xxxx
further acknowledges that if he was to compete against Xxxxxxx Lake or be
employed or in any way involved with a person or company that was in competition
with Xxxxxxx Lake during or following the termination of this Agreement, Xxxxxxx
Lake would suffer irreparable damage. Accordingly, Xxxx hereby covenants and
agrees that he will not, during the Term of this Agreement or any renewal
thereof or for a period of two (2) years following the termination of this
Agreement, either alone or in partnership or in conjunction with any other
person or persons, firm, association, syndicate, company, as principal, agent,
shareholder, officer, director or in any other manner whatsoever, carry on or be
engaged in or concerned with or interested in, or advise, any person or persons,
firm, association, syndicate or company engaged in any aspect of the business of
Xxxxxxx Lake or the Services provided hereunder.
10. No Disclosure. Except as required in the performance of the Services and
duties of Xxxx to Xxxxxxx Xxxx, Xxxx shall not at any time during the Term of
this Agreement or any renewal thereof, or at any time thereafter, directly,
indirectly, or otherwise, use, communicate, disclose, disseminate, discuss,
lecture upon or publish articles concerning confidential, proprietary and trade
secret information of Xxxxxxx Lake without the prior written consent of Xxxxxxx
Lake.
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11. Meaning of "Confidential". "Confidential, proprietary and trade secret
information" as used herein means any information and practices not generally
known or recognized or in the public domain in the industry in which Xxxxxxx
Lake is engaged, which information or practices are disclosed to, developed,
known or contributed by Xxxx as a consequence of, or during the Term of this
Agreement or any renewal thereof, and concerning any acquisition, assessments,
analysis or engineering, technology, research, test procedures and results,
equipment, computer hardware and software programs, services used, marketing,
selling and servicing, or business methods used, manufactured, developed or
acquired by or for Xxxxxxx Lake including, without limitation, the Services
provided hereunder.
12. Confidentiality of Documents. All documents, computer programs or software,
records, notebooks, work papers, notes, memoranda and similar repositories of or
containers of confidential, proprietary or trade secret information, made or
compiled by Xxxx at any time, or made available to Xxxx during the Term of this
Agreement and any renewal thereof, including any and all copies thereof, shall
be the property of Xxxxxxx Lake and belong solely to Xxxxxxx Lake and shall be
held by Xxxx in trust and solely for the benefit of Xxxxxxx Lake and shall be
delivered to Xxxxxxx Lake by Xxxx upon the termination of this Agreement or at
any other time upon request by Xxxxxxx Lake.
13. Notification of Actions. Xxxx shall promptly notify Xxxxxxx Lake of any
suit, proceeding or other action commenced or taken against Xxxxxxx Lake or of
any facts or circumstances of which Xxxx is aware which may reasonably form the
basis of any suit, proceeding or action against Xxxxxxx Lake.
14. Currency. All monetary amounts expressed herein and all payments made
hereunder shall be in U.S. dollars.
15. Notices. Any notice or other communication required or permitted to be
given hereunder shall (with the exception of dismissal effected pursuant to
paragraph 8 hereof) be in writing and shall be deemed to have been duly given if
delivered by hand or if sent by registered
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mail with postage prepaid addressed as follows or if telecopied to the
telecopier numbers as follows:
If to Xxxxxxx Lake:
Xxxxxxx Lake
Suite 2100 - 0000 Xxxx Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
Attention: Xxxxx Xxxx
Facsimile: (000) 000-0000
If to Xxxx:
Xxxxx Xxxx
Suite 102 - 0000 Xxxxx Xxxx Xxxx, Xxxxxxxxx, XX, Xxxxxx
X0X 0X0
or to such other address as any party may specify in writing to the others and
shall be deemed to have been received if delivered by hand, on the date of
delivery, or if mailed as aforesaid, on the fourth business day following the
date of mailing thereof or if telecopied, on the business day next following the
date of telecopying; provided that if there shall be an interruption of postal
services which affects the delivery of mail, notice shall be delivered by hand
or telecopier only.
16. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
17. No Assignment. This Agreement is personal to Xxxx and may not be assigned
by him.
18. Enurement. This Agreement shall enure to the benefit of and be binding upon
the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns.
19. Time of Essence. Time is of the essence of this Agreement and each of its
terms.
20. Entire Agreement. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all
previous agreements,
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negotiations, and discussions between the parties. This Agreement may only be
amended or varied by written agreement executed by all of the parties hereto.
21. Severability. Any determination by a court of competent jurisdiction that
any provision or part thereof contained in this Agreement is invalid or
unenforceable shall not affect the validity or enforceability of the remaining
portion of this Agreement, which remaining portion shall remain in full 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 or parts or portion which
may for any reason be hereafter declared invalid or unenforceable.
22. Further Assurances. Each of the parties shall execute such further and
other documents and instruments and do such further and other things as may be
necessary to implement and carry out the intent of this Agreement.
23. Survival. The parties agree that the provisions of paragraphs 9, 10, 11 and
12 shall continue in full force and effect for the benefit of Xxxxxxx Lake
notwithstanding the termination of this Agreement for any reason whatsoever.
24. Injunctive Remedies. In the event of a breach or a threatened breach of, or
a default or a threatened default under, any of the terms of this Agreement by
Xxxx, Xxxx acknowledges and agrees with Xxxxxxx Lake that such breach,
threatened breach, default or threatened default, as the case may be, may cause
irreparable harm to Xxxxxxx Lake and Xxxxxxx Lake shall be entitled to an
injunction restraining such breach, threatened breach, default or threatened
default, as the case may be, without showing or proving any actual damage. The
right to an injunction shall be cumulative and in addition to whatever other
remedies Xxxxxxx Lake may have available at law or in equity.
25. No Waiver. No waiver by any party hereto of any default in performance on
the part of the other party and no waiver by any party of any breach or of a
series of breaches of any of the terms, covenants or conditions of this
Agreement shall constitute a waiver of any
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subsequent or continuing breach of such terms, covenants or conditions. The
failure of any party hereto to assert any claim in a timely fashion with respect
to any of its rights or remedies under this Agreement shall not be construed as
a waiver of any such claim and shall not serve to modify, alter or restrict any
such party's right to assert such claim at any time thereafter.
26. Counterparts. This Agreement may be executed in one or more counterparts
and/or by facsimile, each of which when executed by any party hereto will be
deemed to be an original and such counterparts will together constitute one and
the same instrument.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the day first above written.
XXXXXXX LAKE
Per: "XXXXX XXXX"
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Authorized Signatory
"XXXXX XXXX" Unknown
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Xxxxx Xxxx Witness
