EXHIBIT 23.10
CONSULTING SERVICES AGREEMENT
THIS AGREEMENT amended this 24th day of June 2004.
BETWEEN:
Yukon Gold Corporation, Inc. a corporation incorporated under the laws of
the State of Delaware.
(herein called the "Corporation") Party of the First Part
- and -
MEDALLION CAPITAL CORP., of the City of Toronto, in the Province of
Ontario, a corporation incorporated under the laws of the Province of
Ontario, Canada.
(herein called "Consultant") Party of the Second Part
RECITALS:
A. The Corporation wishes to engage the Consultant to assist the Corporation
to advance their business and raise, on a best efforts basis, capital for
the Corporation.
B. The Consultant wishes to accept this engagement by the Corporation.
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS
CONTAINED IN THIS AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE
PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
In this Agreement,
"AGREEMENT" means this agreement as it may be amended from time to
time;
"COMPENSATION" means amounts set out in Section 4 hereof.
"CONFIDENTIAL INFORMATION" means all confidential or proprietary
information, intellectual property (including trade secrets) and
confidential facts relating to the business and affairs of the
Corporation;
"CORPORATION" includes affiliates, subsidiaries and associates of
the Corporation unless the context otherwise requires;
"EXPENSES" means amounts set out in Section 5 hereof.
"TERM" means the period commencing November 1, 2003and terminating
in accordance with Section 12 hereof.
2. REPRESENTATION AND WARRANTIES
Each of the Corporation and the Consultant hereby covenants,
represents and warrants as follows:
(a) They have all of the necessary corporate power, authority and
capacity to enter into this agreement and the agreements and the
other instruments contemplated herein and to perform their
respective obligations hereunder and thereunder. The execution and
delivery of this Agreement and the agreements and other instruments
contemplated herein and the consummation of the transactions
contemplated hereunder and thereunder have or will be duly
authorized by all necessary corporate action required by each party.
(b) This Agreement and the agreements and other instruments contemplated
herein when executed will constitute valid and binding obligations
of each of the parties enforceable against each of them as is
applicable in accordance with the terms hereof and thereof subject,
however, to limitations with respect to enforcement imposed in
connection with laws affecting the rights of creditors generally
including, without limitation, applicable bankruptcy, insolvency,
moratorium, reorganization or similar laws and to the extent that
equitable remedies such as specific performance and conjunction are
in the discretion of the court from which they are sought.
(c) Each of the parties are duly incorporated and organized, validly
existing, in good standing and are up to date in all of the filings
and registration required under the laws of the jurisdiction in
which they are incorporated.
(d) The entering into and performance of this Agreement and the
agreements and other instruments contemplated herein will not
violate, contravene, breach or offend against or result in any
default under any security agreement, indenture, mortgage, lease,
order, undertaking, licence, permit, agreement, instrument, charter
or by-law provision, resolution of shareholders or directors,
statute, regulation, judgement, decree or law to which the parties
hereto are a party or by which they may be bound or affected. No
licenses, agreements or other instruments or documents of the
Corporation or any of its Subsidiary will terminate or require
assignment as a result of the entering into of this Agreement or the
consummation of the transactions contemplated hereby.
3. ENGAGEMENT OF THE CONSULTANTS
The Corporation hereby engages the Consultant for the Term to perform the
following services:
(a) prepare all necessary documents and other information required by
the SEC and the NASD for listing of the shares;
(b) complete a due diligence and valuation review of the Corporation
sufficient to take the Corporation public;
(c) carrying out the reorganization of the share capital of the
Corporation;
(d) advise the Corporation; regarding financial planning, corporate
development;
(e) prepare or cause to be prepared a Business Plan for the Corporation
and other IR and PR material;
(f) prepare agreements for financing and other contracts for the
advancement of the Corporation and obtain the Corporation's legal
council approval of such agreements or contracts prior to execution
by the Corporation;
(g) Carry out management, corporate record keeping and the formation for
the advancement of the Corporation.
4. COMPENSATION
As compensation for the services to be provided by the Consultant
hereunder, the Corporation agrees to pay the Consultant $10,000 per month
during the Term subject to the Consultant and the Board of Directors
reviewing the compensation every three months during the term.
5. EXPENSES
The Corporation will reimburse the Consultant for all reasonable expenses
actually incurred and paid by the Consultant to third parties during the Term in
the performance of the Consultant's services under this Agreement, upon
presentation of expense statements and receipts or such other supporting
documentation as the Corporation may reasonably require. The Consultant agrees
to limit the total of these expenses to $500.00 per month without the prior
written consent of the Corporation.
6. TERMS OF PAYMENT
Fees and expenses are billed monthly and are due on receipt of invoice.
Amounts unpaid after 15 days bear interest at the rate of 1.5% per month.
7. NATURE OF RELATIONSHIP
The parties acknowledge and agree, solely with respect to the rights and
obligations of the Consultant under this Agreement, as follows:
(a) the relationship of the Consultant to the Corporation is that of
independent contractors;
(b) the Consultant are not employees or agents of the Corporation; and
(c) the Corporation and the Consultant are not partners or joint
venturers with each other.
8. NO CONFLICTS OF INTEREST
The Consultant will not engage in any business or other transaction or
have any financial or other personal interest, which is incompatible with the
performance by the Consultant of the duties under this Agreement in the manner
contemplated by this Agreement.
The Corporation acknowledges that the Consultant will provide from time to
time similar services for other parties which shall not be considered a conflict
of interest subject to the discharge of the Consultant's obligations under this
Agreement and in particular those related to confidentiality.
9. NO USE OF CONFIDENTIAL INFORMATION
During and at all times after the Term, the Consultant will keep
confidential all Confidential Information and will not use for the benefit of
the Consultant or others (except in connection with the business and affairs of
the Corporation in the course of providing services hereunder) any Confidential
Information and will not disclose Confidential Information to any person except
in the course of providing services under this Agreement to a person who is
employed by the Corporation or with the Corporation's prior consent.
The foregoing prohibition will not apply to any Confidential Information
if:
(a) the Confidential Information is available to the public or in the
public domain at the time of disclosure or use, or:
(b) disclosure is required to be made by operation of law, in which case
the Consultants will notify the Corporation immediately upon
learning of that requirement; or
(c) disclosure is made with the Corporation's prior written approval.
10. NO AUTHORITY TO BIND THE CORPORATION
Without limiting the provisions of Section 3, the Consultant, in its
capacity as Consultant under this Agreement, has no authority to act on behalf
of, or to hold itself out to be an agent of the Corporation or to bind the
Corporation to perform any obligations to any third party and the Consultant
will, as appropriate, so inform all third parties with whom the Consultant deals
in the performance of its services. The Consultant will not use the name of the
Corporation in any advertisement or promotional or marketing material or,
without the use of any such name, suggest or imply in any such material that the
Consultant has a relationship with the Corporation other than that established
by this Agreement, unless otherwise agreed to in writing by the Corporation.
11. TERM AND TERMINATION
The Term of this Agreement shall be one (1) year(s) and shall
automatically renew from year to year unless terminated.
Either party may terminate this Agreement at anytime on 30 days written
notice subject to the provision of Section 6 hereof.
12. INDEMNIFICATION
The Corporation will indemnify the Consultant and its heirs and legal
representatives against all costs, charges and expenses, including all amounts
paid to settle an action or satisfy a judgement, reasonably incurred by the
Consultant in respect of any civil, criminal or administrative action or
proceeding to which the Consultants are a party by reason of being or having
been engaged by the Corporation under this Agreement (a "Claim"), other than an
action (including, without limitation, an action in contract or tort) by the
Corporation as a result of a breach or alleged breach by the Consultants of this
Agreement or of any duty owed by the Consultant to the Corporation, if:
(a) The Consultant acted honestly and in good faith with a view to the
best interests of the Corporation; and
(b) In the case of a criminal or administrative action or proceeding
that is enforced by the monetary penalty, the Consultant had
reasonable grounds for believing that the conduct of the Consultant
was lawful.
The Consultant acknowledges that indemnification will be limited to costs,
charges and expenses actually incurred, and will be paid only if the consultant
provides the Corporation with prompt notice of any claim. The Corporation will
have the right at its own expense, upon written notice to the Consultant, to
assume control of the negotiation, settlement or defence of any Claim and the
Consultant will co-operate fully with the Corporation in respect of such Claim.
If the Corporation does not elect to assume control of the negotiation,
settlement or defence of any Claim, the Consultant may retain its own counsel to
defend the Claim and will keep the Corporation fully advised, including
supplying copies of all relevant documentation promptly as it becomes available.
The Consultant or the Corporation may not settle or compromise any Claim without
the prior written consent of the other party.
13. NOTICE
Any notice or communication to be given or made under this Agreement must
be in writing and addressed as follows:
(a) IF TO THE CORPORATION
Yukon Gold Corporation, Inc.
c/o: Nuinsco Resources Limited
000 Xxx Xxxx Xxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attn: W. Xxxxxx Xxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
(b) IF TO THE CONSULTANT
Medallion Capital Corporation
000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx X0X 0X0
ATT: Xxxxxxxx Xxxxxx
Phone: 000-000-0000
Fax: 000-000-0000
and will be deemed to be properly given or made on the
earliest of the following:
(a) actual delivery
(b) 48 hours after being sent by commercial courier service; and
(c) the day following which any telegram or telecopier message is sent.
Notice of change of address for the purpose of notice will also be
governed by this section.
14. ASSIGNMENT
This Agreement may not be assigned by any party, without the prior written
consent of the other parties.
15. HEADINGS
The inclusion of headings in this Agreement is for convenience of
reference only and is not to affect construction or interpretation.
16. INVALIDITY OF PROVISIONS
Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of the
prohibition or unenforceability without invalidating the remaining provisions of
this Agreement, and any prohibition or unenforceability of that provision in any
other jurisdiction. For any provision severed there will be deemed substituted a
like provision to accomplish the intent of the parties as closely as possible to
the provision as drafted, as determined by any court or arbitrator having
jurisdiction over any relevant proceeding, to the extent permitted by the
applicable law.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter. There are no warranties, representations or
agreements between the parties in connection with the subject matter except as
are specifically set out or referred to in this Agreement. No reliance is placed
on any representation, opinion, advice or assertion of fact made by either party
or its directors, officers or agents to the other party, or its directors,
officers or agents, except to the extent that the same has been reduced to
writing and included as a term of this Agreement. Accordingly, there is to be no
liability, either in tort or in contract, assessed in relation to any such
representation, opinion, advice or assertion of fact, except to the extent
aforesaid.
18. WAIVER, AMENDMENT
Except as expressly provided in this Agreement, no amendment or waiver of
this Agreement will be binding unless executed in writing by the party to be
bound. The failure of either party at any time to require performance by the
other party of any provisions of this Agreement will in no way affect the right
of that party to require performance of any other provisions. No waiver of any
provision of this Agreement will constitute a waiver of any other provision nor
will any waiver of any breach of any provision of this Agreement be construed as
a waiver of any continuing or succeeding breach of such provision unless
otherwise expressly provided.
19. CURRENCY
All amounts in this Agreement are stated and will be paid in Canadian
currency.
20. GOVERNING LAW
This Agreement is to be governed by and construed in accordance with the
laws of the Province of Ontario and the laws of Canada applicable therein.
This agreement supersedes all previous agreements between the parties.
IN WITNESS WHEREOF THE CORPORATION AND THE CONSULTANTS HAVE EXECUTED THIS
AGREEMENT.
YUKON GOLD CORPORATION, INC. MEDALLION CAPITAL CORP.
BY: /s/ Xxxxxx Xxxxxx BY: /s/ Xxxxx Xxxxx
------------------------ ----------------------
TITLE: Chairman & CFO TITLE: President
