TECHNICAL ADVISORY SERVICES AGREEMENT
This
Technical Advisory Services Agreement (the “Agreement”) is made
and entered into by and between Ardent Mines Limited (the “Company”), having a
principal place of business located at 000 Xxxx Xxxxxx, 00xx Xxxxx,
Xxx Xxxx, XX 00000 and Ad Hoc Associated Advisors Inc. (the “Technical Advisor”)
having a principal address as set forth on the signature page
hereto.
WHEREAS,
The Company desires to engage the Technical Advisor to act as a technical
consultant and advisor in connection with the Company's business
matters;
WHEREAS,
The Technical Advisor has experience in evaluating potential mining operations
and providing technical business assessments and advisory services to
corporations, partnerships and other business organizations with respect to
mining operations;
WHEREAS,
the Company is seeking and the Technical Advisor is willing to furnish such
business consulting and advisory services to the Company on the terms and
conditions hereinafter set forth.
NOW
THEREFORE, in consideration of, and for the mutual promises and covenants
contained herein, and for other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties agree as follows:
1. PURPOSE.
The Company hereby engages the Technical Advisor on a non-exclusive basis for
the term specified in this Agreement to render consulting and advisory services
with respect to the Company’s contemplated mining operations upon the terms and
conditions set forth herein.
2. REPRESENTATIONS.
The Technical Advisor represents and warrants to the Company that it is free to
enter into this Agreement and the business consulting and advisory service to be
provided pursuant to this Agreement are not in conflict with any other
contractual or other obligation to which the Technical Advisor is bound. The
Company acknowledges that the Technical Advisor is in the business of providing
business consulting and advisory services to other mining operations and that
nothing herein contained shall be construed to limit or restrict the Technical
Advisor in conducting such business with respect to others, or rendering such
services to others except to the extent expressly set forth herein.
3. DELIVERABLES
OF THE TECHNICAL ADVISOR. During the term of this Agreement, the Technical
Advisor will provide to the Company the consulting and advisory services as
specified below and make such other deliveries of services as may be reasonably
requested by the Company from time to time. The Technical Advisor
shall provide the services of its employees to the Company for a total of
approximately fifteen (15) to twenty (20) hours per week. In the
performance of these duties, the Technical Advisor shall provide the Company
with the benefits of its best judgment and efforts. The Technical
Advisor's business consulting and advisory deliverables under this Agreement
shall include the following:
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(a)
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Review
of the technical and geological features of any potential Company mining
projects, including the review of geological and economic feasibility
studies;
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(b)
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Assist
Company personnel and counsel to the Company with the preparation of
descriptions of the Company’s technical operations for purposes of
regulatory compliance disclosures to be made in filings with the U.S.
Securities & Exchange Commission and provide authorization to be
specified as an expert on the subject of mining projects relative to the
information provided for such
filings;
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(c)
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Assist
the Company in the preparation and delivery of its presentations for
potential investors; and
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(d)
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Advise
the Company’s Board of Directors and Management from time to time on an
as-needed basis.
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4. TERM.
The initial term of this Agreement shall be for a period commencing on the
execution of this Agreement and continuing until the first anniversary of the
date of this Agreement. Either party hereto may terminate this
Agreement on thirty (30) days written notice.
5. FEE.
In consideration of the business consulting and advisory services to be rendered
pursuant to this Agreement, the Company agrees to compensate the Technical
Advisor as follows:
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(a)
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The
Technical Advisor shall be paid at a rate of Two thousand five hundred
U.S. Dollars ($2,500) per month.
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(b)
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In
the event that the Technical Advisor is able to assist the Company in the
identification, due diligence and closing of the acquisition of a gold
mining operation with proven reserves at time of acquisition of not less
than Four Hundred Thousand (400,000) ounces of gold, the Technical Advisor
shall receive a bonus from the Company within ninety (90) days of such
Closing, consisting of shares of restricted common stock of the Company,
in an amount to be determined based on the size and projected
profitability of the deal.
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6. EXPENSES.
In addition to the fees payable hereunder, the Company shall reimburse the
Technical Advisor, within thirty (30) business days of its request, for any and
all reasonable out-of-pocket expense incurred in connection with the services
performed by the Technical Advisor pursuant to this Agreement, including (i)
reasonable hotel, meals and associated expenses; (ii) reasonable charges for
travel; and (iii) other reasonable expenses spent or incurred on the Company's
behalf; provided, however, that any and all such expenses must be pre-approved
by the Company’s Chief Executive Officer in writing.
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7. DUE
AUTHORIZATION. The Company represents and warrants to the Technical Advisor that
the engagement of the Technical Advisor hereunder has been duly authorized and
approved by the board of directors of the Company and this Agreement has been
duly executed and delivered by the Company and constitutes a legal, valid and
binding obligation of the Company.
8. USE
OF INFORMATION. The Technical Advisor acknowledges that all opinions and advice
(written or oral) given by the Technical Advisor to the Company in connection
with the engagement of the Technical Advisor are intended for the sole use and
benefit of the Company and the Technical Advisor agrees that no person or entity
other than the Company shall be permitted, directly or indirectly, to make use
of all or a portion of the advice of the Technical Advisor to be given to the
Company, including, without limitation, any and all notes, observations, drafts,
memoranda documents, and any and all ancillary materials thereto, and none of
the Technical Advisor’s information pertaining to such subject matter shall be
used for advice to any other person or for any other purpose or reproduced,
disseminated, quoted or referred to at any time, in any manner or for any
purpose, and the Technical Advisor may not make any references to any third
parties regarding any such information.
9. CONFIDENTIALITY. In
the performance of its services, the Technical Advisor may look to such factual
information, economic advice and/or research upon which to base its advice to
the Company hereunder as the Technical Advisor shall in good xxxxx xxxx
reasonable and appropriate. Except as contemplated by the terms
hereof or as required by applicable law, the Technical Advisor shall keep
confidential all non-public information obtained from the Company or in
connection with the undertakings hereunder, and shall not disclose such
information to any third party without the Company's prior consent, other than
such of its employees and advisors as the Technical Advisor determines to have a
need to know.
10. THE
TECHNICAL ADVISOR AS AN INDEPENDENT CONTRACTOR. The Technical Advisor
shall perform its services hereunder as an independent
contractor. The Technical Advisor’s officers, directors and employees
shall not be deemed to be employees of the Company or affiliates thereof. It is
expressly understood and agreed to by the parties hereto that the Technical
Advisor shall have no authority to act for, represent or bind the Company or any
affiliate thereof in any manner, except as may be agreed to expressly by the
Company in writing from time to time.
11. ENTIRE
AGREEMENT. This Agreement between the Company and the Technical Advisor
constitutes the entire agreement and understanding of the parties hereto, and
supersedes any and all previous agreements and understandings, whether oral or
written, between the parties with respect to the matters set forth
herein.
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12. MISCELLANEOUS.
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(a)
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Any
notice or communication permitted or required hereunder shall be in
writing and shall be deemed sufficiently given if hand-delivered or sent
by facsimile and postage prepaid by certified or registered mail,
return-receipt-requested, to the respective parties herein or to such
other address as either party may notify the other in
writing.
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(b)
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This
Agreement shall be binding upon and inure to the benefit of each of the
parties hereto and their respective successors, legal representative and
assigns. This Agreement may be assigned by the Company without
the consent of the Technical Advisor. This Agreement may not be
assigned by the Technical Advisor without the written consent of the
Company.
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(c)
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This
Agreement may be executed in any number of counterparts, each of which
together shall constitute one and the same original
document.
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(d)
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No
provision of this Agreement may be amended, modified or waived, except in
a writing signed by all of the parties hereto. All provisions regarding
use of information, confidentiality and all miscellaneous provisions shall
survive termination of this
Agreement.
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(e)
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This
Agreement shall be governed by and construed in accordance with the
domestic laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of
the laws of any jurisdiction other than the State of New
York.
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(f)
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All
disputes and controversies arising out of or relating to this Agreement
shall be finally settled and binding under the Rules of International
Commercial Dispute Resolution of the American Arbitration Association
(“ICDR”). The place of arbitration shall be New York. The Arbitration
shall be conducted in English by a single arbitrator appointed in
accordance with the ICDR rules. Any award, verdict or settlement issued
under such arbitration may be entered by any party for order of
enforcement by any court of competent jurisdiction. The arbitrator shall
have no power to take interim measures he or she deems necessary,
including injunctive relief and measures for the protection or
conservation of property.
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[Signature
Page Follows]
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IN
WITNESS WHEREOF, the parties hereto, upon proper authority, have caused this
Agreement to be duly executed, on the 9th day of
December, 2010.
Ardent
Mines Limited
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By:
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/s/ Xxxxxxxx Xxxxx
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Name:
Xxxxxxxx Xxxxx
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Title:
President
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Technical
Advisor
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By:
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/s/ Xxxxxxx xx Xxxxxxx Xxxxxx
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Name:
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Xxxxxxx xx Xxxxxxx Xxxxxx
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Title:
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Address:
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SRTVN, Q 705
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Bloco A, Suites 108/110
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Brasilia, DF Brazil
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