EXHIBIT 10.12
CONSULTING AGREEMENT
This Consulting Agreement ("Agreement") is made effective this 30th day
of November, 1998 by and between, Xxx X. Xxxxx ("Consultant"), an individual
residing in Utah with offices located at 0000 X 0000 X Xxxxx 000, Xxxxx, Xxxx
00000 and Nugget Exploration, Inc. ("Client"), a Nevada Corporation with offices
located at 000 Xxxxx Xxxxxx Xx. Xxxxxx, Xxxxxxx 00000 with respect to the
following:
RECITALS
WHEREAS, Consultant is in the business of providing general business
consulting services to privately held and publicly held corporations; and
WHEREAS, Client desires to retain Consultant to assist Client with such
services.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration, the
receipt and adequacy of which is expressly acknowledged, Client and Consultant
agree as follows:
1. Engagement of Consultant. Consultant agrees to use its best efforts to
assist Client:
a. In strategic planning, market research and in negotiating with
and hiring qualified professionals to assist the Company in
determining new markets and opportunities for the Company's
current and future products and services;
b. with various forms of document preparation including preparation
of employment agreements, contracts and securities filings such
as those needed by Client on Form 10-KSB, Form 10-QSB, and Form
8-K;
c. in preparing and filing other documents with the necessary State
and Federal regulatory
bodies as is required by law;
d. in preparing the correspondences required by the NASD, Depository
Trust Corporation ("DTC"), CUSIP Bureau, Client's Transfer Agent;
e. in identifying professionals to assist the Company in preparing
financial statements and obtaining an audit on the financial
statements in accordance with U.S. GAAP standards by an
accounting firm with SEC peer review;
f. in finding an attorney to provide any necessary legal assistance
and opinions as required or if requested;
g. in the preparation of corporate resolutions, and other
correspondences necessary to fulfill its obligations under this
Agreement, including Board and shareholder resolutions.
All of the foregoing services collectively are referred to herein as
the "Consulting Services."
228
2. Compensation Client shall compensate Consultant as follows for
consulting services ("Consulting Services") to be rendered pursuant to
this Agreement which Client acknowledges consultant as having already
substantially performed:
a. Consultant shall issue to Client, four hundred thousand (400,000)
shares of Client's common stock.
b. All shares issued to Consultant pursuant to this Agreement shall
be free-trading and registered on a Form S-8 registration
statement which Client undertakes to file immediately upon
execution of this Agreement. Client further agrees to file a
post- effective amendment with a resale prospectus as is deemed
necessary by counsel.
3. Term of Agreement, Extensions and Renewals
a. This Agreement shall be in effect for a period of one year from
the date herein. This Agreement may be extended on a month to
month basis (the "Extension Period") by mutual agreement of the
parties executed in writing specifying the compensation for the
Extension Period.
b. In the event of early termination, Client shall be obligated for
any amounts due under this agreement. Such notice of either
extension or termination shall be in writing and shall be
delivered via U.S. certified mail, when applicable, effective ten
(10) days after delivery to the other.
4. Expenses. Each party shall be responsible for its own expenses for
the Consulting Services herein.
5. Due Diligence Client shall supply and deliver to Consultant all
information as may be reasonably requested by Consultant to enable
Consultant to make an investigation of the Client and its business
prospects, and they shall make available to Consultant names,
addresses, and telephone numbers as Consultant may need to verify or
substantiate any such information provided.
6. Best Efforts Basis Consultant agrees that it will at all times, to the
best of its experience, ability and talents, perform all the duties
that may be required of and from Consultant pursuant to the terms of
this Agreement. Consultant does not guarantee that its efforts will
have any impact on the Clients' business or that any subsequent
financial improvement will result from Consultants' efforts.
7. Independent Legal and Financial Advice Consultant is not a law firm;
neither is it an accounting firm. Consultant does, however, retain
professionals in those capacities to better enable Consultant to
provide consulting services. Client represent that they have not nor
will they construe any of the Consultants' representations to be
statements of law. Client has and will continue to seek the
independent advice of legal and financial counsel regarding all
material aspects of the transactions contemplated by this Agreement,
including the review of all documents provided by Consultant to Client
and all opportunities Consultant introduces to Client.
229
8. Miscellaneous
a. The execution and performance of this Agreement has been duly
authorized by all requisite individual or corporate actions and
approvals and is free of conflict or violation of any other
individual or corporate actions and approvals entered into
jointly and severally by the parties hereto. This Agreement
represents the entire Agreement between the parties hereto, and
supersedes any prior agreements with regards to the subject
matter hereof. This Agreement may be executed in any number of
facsimile counterparts with the aggregate of the counterparts
together constituting one and the same instrument. This Agreement
constitutes a valid and binding obligation of the parties hereto
and their successors, heirs and assigns and may only be assigned
or amended by written consent from the other party.
b. No term of this Agreement shall be considered waived and no
breach excused by either party unless made in writing. In the
event that any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this
Agreement, and this Agreement shall be constructed as if it never
contained any such invalid, illegal or unenforceable provisions.
The parties hereto shall cooperate with each other to achieve the
purpose of this Agreement. From time to time, each party will
execute additional instruments and take such action as may be
reasonably requested by the other party to confirm or perfect
title to any property transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
c. The validity, interpretation, and performance of this
Agreement shall be controlled by binding arbitration in the
State of Wyoming under the rules then obtaining of the
American Arbitration Association. Such arbitration ruling
shall be final and binding amongst the parties herein. If any
action is brought to enforce or interpret the provisions of
this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys' fees, court costs, and other
costs incurred in proceeding with the action from the other
party.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date herein above written.
Nugget Exploration, Inc.
/s/ Xxxxx Xxxxxx /s/ Xxx X. Xxxxx
---------------------------- -----------------------------
Xxxxx Xxxxxx, President Xxx X. Xxxxx
230
