GENERAL SERVICE AGREEMENT
Exhibit 10.1
THIS GENERAL SERVICE AGREEMENT (the "Agreement")
dated this 22nd day of September, 2020
BETWEEN:
Altair International Corp. of 000 Xxxxx Xxxxx Xxxxx, Xxxxxxxx 0X, Xxxxx 000, Xxxxxxxxxx, XX 00000
(the "Client" or “Company”)
- AND -
Xxxxxx Geoservices LLC of 0000 Xxxxxxxxx
Xx., Xxxxxxxxxxxx, XX 00000
(the "Contractor").
BACKGROUND:
| A. | The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client. |
| B. | The Contractor is agreeable to providing such services to the Client on a contractual basis, pursuant to the terms and conditions set out in this Agreement |
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
| 1. | The Client hereby agrees to engage the Contractor to provide the Client with services (the "Services") consisting of: |
| - | The typical duties of a outside consulting firm in the precious metals mining business, including advising and assisting existing management on preparation and execution of exploration strategy at all levels, including planning, budgeting, and managing subcontractors and suppliers where required; |
| - | Assisting and advising management in and on the exploration activities of the Company, and in the evaluation of potential new projects and opportunities. |
| 2. | The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client. |
| 3. | Xxxxxxx Xxxxxx (the managing member of the Contractor) will join the Company as its Vice President of Exploration and join the Company’s Advisory Board. The terms of said positions with the Company shall be temporary, and are and will be of a duration equal to the term of this Agreement as detailed in Section 4 herein. |
Term of Agreement
| 4. | The term of this Agreement (the "Term") will begin on September 1st, 2020 and will remain in full force and effect until September 1st, 2021, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended by mutual written agreement of the Parties. |
| 5. | In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages. |
Performance
| 6. | The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. |
Currency
| 7. | Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in US Dollars. |
Compensation
| 8. | For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor as follows: |
| o | 300,000 (Three Hundred Thousand) common shares of the Client (the “Shares”) per month for each month that this contract remains in effect. The Client’s shares are quoted on the OTC Link exchange and traded under the symbol ATAO. |
| o | $ 3,000.00 to be paid monthly. |
Settlement for August work
| 9. | Whereas, prior to the memorialization of this contract, the Contractor had provided services to the Client on a per diem basis, beginning on or around 8/15/2020 until 8/31/2020, as reflected in that certain Xxxxxxx Xxxxxx Expense Report – August 2020, Invoice #: AA 2020-01, totaling $5,850. The Parties hereby agree that the Contractor will accept one-half months’ payment ($1,500 and 150,000 common shares) as payment for the August work. |
| 10. | The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. |
Reimbursement of Expenses
| 11. | The Contractor will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Contractor in connection with providing the Services hereunder. |
| 12. | The Contractor will furnish vouchers to the Client for all such expenses. |
Confidentiality
| 13. | Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. |
| 14. | The Contractor agrees that it will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client. This obligation will survive the expiration or termination of this Agreement. |
| 15. | All written and oral information and materials disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor. |
Return of Property
| 16. | Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. |
Capacity/Independent Contractor
| 17. | In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. |
Notice
| 18. | All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: |
Altair International Corporation
000 Xxxxx Xxxxx Xx., Xxxxxxxx 0X, Xxxxx 000, Xxxxxxxxxx, XX 00000
xxxxxxxxxxxxxx@xxxxx.xxx
Xxxxxx Geoservices LLC
0000 Xxxxxxxxx Xx., Xxxxxxxxxxxx, XX 00000
xxxxxxxxxxxxxxxxx@xxxxx.xxx
or to such other address as any Party may from time to time notify the other.
Indemnification
| 19. | Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. |
Legal Expenses
| 19. | In the event that legal action is brought to enforce or interpret any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action. |
Modification of Agreement
| 20. | Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. |
Time of the Essence
| 21. | Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. |
Assignment
| 22. | The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. |
Entire Agreement
| 23. | It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. |
Inurement
| 24. | This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. |
Titles/Headings
| 25. | Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. |
Gender
| 26. | Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. |
Governing Law
| 27. | It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of Nevada, without regard to the jurisdiction in which any action or special proceeding may be instituted. |
Severability
| 28. | In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. |
Waiver
| 29. | The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. |
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 22nd day of September 2020.
| /s/ Xxxxxxx Xxxxxxx | |
| Xxxxxxx Xxxxxxx, President | |
| For: Altair International Corp (Client) | |
| /s/ Xxxxxxx Xxxxxx | |
| Xxxxxxx Xxxxxx | |
| For: Xxxxxx Geoservices LLC (Contractor) |
