MANAGEMENT AGREEMENT
THIS
AGREEMENT
is made
and dated for reference effective as of the 24th
day of
July, 2007
BETWEEN:
URANIUM
308 CORP.,
a
company duly incorporated under the laws of the State of Nevada, and having
an
address for notice and delivery located at 0000
X.
Xxxxxxxxxx, Xxxxx 00, Xxx Xxxxx, Xxxxxx 00000
(the
“Company”);
OF
THE FIRST PART
AND:
XXXXXX
XXX,
an
individual having an address for delivery located at 000 Xxxxxxxx Xx., Xxxxx
Xxxxxxx Xxxxxxx, Xxxxxxxxxx Xxxx, Xxxxxxxxxxx.
(the
“Consultant”);
OF
THE SECOND PART
(the
Company, or the Consultant, being hereinafter singularly also referred to as
a
“Party”
and
collectively referred to as the “Parties”
as
the
context so requires).
WHEREAS:
A. The
Company is a reporting issuer in the United States duly incorporated in the
State of Nevada and is in the business of mineral exploration and development
focusing on uranium;
B. The
Company wishes to employ the Consultant to provide services as President and
CEO
of the Company;
C. The
Consultant has determined to accept the engagement by the
Company;
NOW
THEREFORE THIS AGREEMENT WITNESSETH that
in
consideration of the mutual covenants and provisos herein contained, THE
PARTIES HERETO AGREE AS FOLLOWS:
Article
I
INTERPRETATION
1.1 Definitions.
For all
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires, the following words and phrases shall have the
following meanings:
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(a)
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“Agreement”
means this Agreement as from time to time supplemented or
amended;
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(b)
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“Base
Fee”
means that compensation set forth in section “4.1”
below;
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(c)
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“Board
of Directors” or “Board”
means the Board of Directors of the Company, or any successors to
the
Company, as duly constituted from time to
time;
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(d)
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“Effective
Date”
has the meaning ascribed to it in section “3.1”
hereinbelow;
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(e)
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“Indemnified
Party”
has the meaning ascribed to it in section “6.1”
hereinbelow;
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(f)
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“Non-Renewal
Notice”
has the meaning ascribed to it in section “3.2”
hereinbelow;
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(g)
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“Term”
has the meaning ascribed to it in section “3.1”
hereinbelow; and
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(h)
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“Termination
Fee”
has the meaning ascribed to it in section “3.4
below.
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1.2 Interpretation. For
the
purposes of this Agreement, except as otherwise expressly provided or unless
the
context otherwise requires,:
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(a)
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the
words “herein”,
“hereof”
and “hereunder”
and other words of similar import refer to this Agreement as a whole
and
not to any particular Article, section or other subdivision of this
Agreement;
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(b)
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the
headings are for convenience only and do not form a part of this
Agreement
nor are they intended to interpret, define or limit the scope or
extent of
this or any provision of this
Agreement;
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(c)
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any
reference to an entity shall include and shall be deemed to be a
reference
to any entity that is a successor to such entity;
and
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(d)
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words
in the singular include the plural and words in the masculine gender
include the feminine and neuter genders, and vice
versa.
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Article
II
SERVICES
AND DUTIES OF THE CONSULTANT
2.1 General
Services.
During
the Term (as hereinafter defined) of this Agreement the Consultant will provide
the Company with such general corporate, administrative, technical and
management services as is considered necessary or advisable by the Consultant
for the due and proper management of the Company to achieve the goals and needs
of the Company as determined by the policies and proceedings of management
and
the Board of Directors and is considered advisable and within the normal duties
of a President and CEO (collectively, the “Services”).
2.2 Specific
Services.
Without
limiting the generality of the Services to be provided as set forth in section
“2.1”
hereinabove, it is hereby acknowledged and agreed that the Consultant will
provide the following specific services:
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(a)
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supervision
of the hiring of competent personnel as are required for the efficient
operation of the Company’s
business;
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(b)
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the
management and supervision of the performance of personnel and of
the
operation of various business enterprises of the Company as approved
by
the Board;
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(c)
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the
identification of business opportunities for the Company, the conduct
of
due diligence, and assistance in the negotiation and conclusion of
contracts for such opportunities;
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(d)
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assistance
in the coordination and administration of all development programs
of the
Company together with all capital funding projects and resources
which are
necessarily incidental thereto;
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(e)
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assistance
in the coordination of the
preparation and dissemination of business plans and reports for the
Company;
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(f)
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assistance
in the liaison
with and the setting up of corporate alliances for the Company with
major
companies and customers, the Company’s auditors, the Company’s solicitors
and the Company’s affiliated companies and business partners;
and
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(g)
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such
other activities as are necessary or incidental from time to
time.
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2.3 Company
Support.
The
Company shall reasonably make available all such resources as shall be required
for the Consultant to perform the Services and otherwise to fulfill the
requirements of this Agreement. The Company warrants it shall provide the
Consultant with all such reasonable resources, financial and otherwise, as
the
Consultant shall require to fulfill its reasonable goals as determined by the
Board and this Agreement.
Article
III
TERM,
RENEWAL AND TERMINATION
3.1 Term.
The
Term of this Agreement (the “Term”)
is for
a period of three (3) years commencing on August 1, 2007 (the “Effective
Date”)
and
terminating July 31, 2010.
3.2 Renewal.
This
Agreement shall renew automatically for subsequent two-year periods if not
specifically terminated in accordance with the following provisions. Renewal
shall be on the same terms and conditions contained herein, unless modified
and
agreed to in writing by the Parties, and this Agreement shall remain in full
force and effect (with any collateral written amendments) without the necessity
to execute a new document. A Party hereto determining not to renew agrees to
notify the other Parties hereto in writing at least 90 calendar days prior
to
the end of the Term of its intent not to renew this Agreement (the “Non-Renewal
Notice”)
and
such non-renewal shall be subject to the Termination Fee provisions of sec.
3.4.
3.3 Termination.
Notwithstanding any other provision of this Agreement, this Agreement may be
terminated by a Party upon written notice if:
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(a)
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the
other Party fails to cure a material breach of any provision of this
Agreement within 30 calendar days from its receipt of written notice
from
said Party (unless such breach cannot be reasonably cured within
said 30
calendar days and the other Party is actively pursuing curing of
said
breach); or
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(b)
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the
other Party commits fraud or serious neglect or misconduct or illegal
act
in the discharge of its respective duties hereunder or under the
law;
or
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(c)
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the
other Party becomes adjudged bankrupt or a petition for reorganization
or
arrangement under any law relating to bankruptcy, and where any such
petition is not dismissed;
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but
that
the Consultant shall have the right to receive the Termination Fee (defined
below) regardless of the reason for termination, without prejudice to any rights
of counter-claim in the event of damages for fraud or misconduct and without
prejudice to the right to recovery in the event of judgement.
3.4 Termination
Fee.
In the
event that this Agreement is terminated (by act or constructively), or fails
to
renew due to failure of agreement after the issuance of a Non-Renewal Notice,
or
otherwise at the termination of this Agreement, the Consultant shall receive
a
termination fee (the “Termination
Fee”)
of the
greater of:
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(a)
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the
aggregate remaining Base Fee for the unexpired remainder of the Term;
or
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a
six month Base Fee (Base Fee multiplied by
six).
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At
the
Company’s election the Termination Fee may be paid in 12 equal monthly
installments commencing with the first payment on the effective date of
termination.
3.5 Disability.
If the
Consultant is unable to continue to provide the Services, whether through
disability or otherwise, and the Consultant consequently is unable to provide
the Services adequately, then the Company may terminate this Agreement as a
without fault termination and the Termination Fee shall be payable in accordance
with Section 3.4.
3.6 Death.
In the
event that the Consultant is unable to provide the Services due to the death
of
the Consultant, the Company may terminate this Agreement as a without fault
termination and the Termination Fee shall be payable in accordance with section
3.4.
Article
IV
COMPENSATION
OF THE CONSULTANT
4.1 Base
Fee.
The
Consultant shall be compensated on a monthly basis from the Effective Date
of
this Agreement by a basic monthly fee of ten thousand (US$10,000) dollars USD
(the “Base
Fee”).
4.2 Base
Fee Adjustment.
The Base
Fee may be renegotiated annually at the request of either Party. In the event
that the Parties cannot agree then the Base Fee shall be increased by the
greater of 5% or the amount of the cost of living index increase as published
by
the U.S. Federal government in its final annual publication of such reports.
4.3 Discretionary
Bonus.
The Base
Fee shall not exclude the granting of discretionary bonuses to the Consultant
by
the Company from time-to-time.
4.4 Reimbursement
of Expenses.
The
Consultant shall be funded for or reimbursed for all reasonable expenses
incurred, or to be incurred, by the Consultant for the benefit of the Company
within 30 days of submission of invoice and support therefor.
4.5 Vacation.
The
Consultant shall be entitled to up to three weeks paid vacation per year.
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Article
V
ADDITIONAL
OBLIGATIONS OF THE CONSULTANT
5.1 No
Conflict.
During
this Agreement the Consultant will not engage in any business which reasonably
may detract from, compete with or conflict with the Consultant’s duties and
obligations to the Company as set forth in this Agreement, without disclosure
to
the Board of Directors of the Company, and will not do so if the Board of
Directors objects.
5.2 Confidentiality.
The
Consultant will not, except as authorized or required by the Consultant’s duties
hereunder, reveal or divulge to any person or companies any information
concerning the organization, business, finances, transactions or other affairs
of the Company, or of any of its subsidiaries, which may come to the
Consultant’s knowledge during the continuance of this Agreement, and the
Consultant will keep in complete secrecy all confidential information entrusted
to the Consultant and will not use or attempt to use any such information in
any
manner which may injure or cause loss either directly or indirectly to the
Company’s business. This restriction will continue to apply after the
termination of this Agreement without limit in point of time but will cease
to
apply to information or knowledge which may come into the public
domain.
5.3 Compliance
with Applicable Laws.
The
Consultant will comply with all U.S. and foreign laws, whether federal,
provincial or state, applicable to the Consultant’s duties hereunder and, in
addition, hereby represents and warrants that any information which the
Consultant may provide to any person or company hereunder will be accurate
and
complete in all material respects and not misleading, and will not omit to
state
any fact or information which would be material to such person or
company.
5.4 Reporting.
So
often as may be required by the Board of Directors, the Consultant will provide
to the Board of Directors of the Company such information concerning the results
of the Consultant’s Services and activities hereunder as the Board of Directors
of the Company may reasonably require.
Article
VI
INDEMNIFICATION
AND LEGAL PROCEEDINGS
6.1 Indemnification.
The
Consultant (the “Indemnified
Party”)
shall
be indemnified and funded on a current basis for all losses, damages, legal
expenses, and any other expenses or costs of any nature which may be occasioned
by its service with the Company. Inter alia, this indemnity shall apply to
all
manner of actions, proceedings, or prosecutions, whether civil, regulatory,
or
criminal, to which the Indemnified Party may be subject due in whole or in
part
to the Services provided herein or by virtue of any office held. This indemnity
shall apply both during and after its Term for all matters arising during the
Term, and any extension, until any limitation period has expired in respect
to
any action which might be contemplated. The Company shall not refuse coverage
for any purpose or reason and a strict presumption of innocence shall be applied
and the Company may only seek refund of any coverage in the case of finding
of
fraud or criminal culpability, after exhaustion of all appeals. The Company
shall diligently seek and support any such court approvals for the within
indemnity as the Indemnified Party may require. The Company shall pay all such
retainers and trust requirements as counsel for the Indemnified Party may
require and shall pay all accounts of counsel as they come due and such accounts
shall be rendered in the name of the Company and, further, should the Company
fail to pay any reasonable account, it shall attorn to all such actions, summary
judgments, and garnishing orders as such counsel may consider fit to enforce
and
receive payment of its account. The Company shall not seek to settle or
compromise any action without the approval of the Indemnified Party. The Company
warrants it shall employ due diligence and good faith and seek the best
interests of the Indemnified Party as defendants in any action or prosecution.
The Indemnified Party shall permit the Company to consult with their counsel
and
to be informed of any matters thereof, subject only to any requirements for
legal privilege purposes. The Company shall make the Consultant party to all
liability insurance policies, to the full extent permitted by such policies,
which may be acquired for the benefit of all or any of the Board or
management.
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6.2 Claim
of Indemnification.
The
Parties hereto agree to waive any right they might have of first requiring
the
Indemnified Party to proceed against or enforce any other right, power, remedy,
security or claim payment from any other person before claiming this
indemnity.
6.3 Notice
of Claim.
In case
any action is brought against an Indemnified Party in respect of which indemnity
may be sought, the Indemnified Party will give the Company prompt written notice
of any such action of which the Indemnified Party has knowledge. Failure by
the
Indemnified Party to so notify shall not relieve the Company of its obligation
of indemnification hereunder unless (and only to the extent that) such failure
results in a forfeiture of substantive rights or defenses.
Article
VII
FORCE
MAJEURE
7.1 Events.
If
either Party hereto is at any time either during this Agreement or thereafter
prevented or delayed in complying with any provisions of this Agreement by
reason of strikes, walk-outs, labour shortages, power shortages, fires, wars,
acts of God, earthquakes, storms, floods, explosions, accidents, protests or
demonstrations by environmental lobbyists or native rights groups, delays in
transportation, breakdown of machinery, inability to obtain necessary materials
in the open market, unavailability of equipment, governmental regulations
restricting normal operations, shipping delays or any other reason or reasons
beyond the control of that Party, then the time limited for the performance
by
that Party of its respective obligations hereunder shall be extended by a period
of time equal in length to the period of each such prevention or
delay.
7.2 Notice.
A Party
shall within seven calendar days give notice to the other Party of each event
of
force
majeure
under
section “7.1”
hereinabove, and upon cessation of such event shall furnish the other Party
with
notice of that event together with particulars of the number of days by which
the obligations of that Party hereunder have been extended by virtue of such
event of force
majeure
and all
preceding events of force
majeure.
Article
VIII
NOTICE
8.1 Notice.
Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by prepaid registered
mail
to the Party, or delivered to such Party, at the address for such Party
specified on the front page of this Agreement. The date of receipt of such
notice, demand or other communication shall be the date of delivery thereof
if
delivered, or, if given by registered mail as aforesaid, shall be deemed
conclusively to be the third day after the same shall have been so mailed,
except in the case of interruption of postal services for any reason whatsoever,
in which case the date of receipt shall be the date on which the notice, demand
or other communication is actually received by the addressee.
8.2 Change
of Address.
Either
Party may at any time and from time to time notify the other Party in writing
of
a change of address and the new address to which notice shall be given to it
thereafter until further change.
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Article
IX
GENERAL
PROVISIONS
9.1 Entire
Agreement.
This
Agreement constitutes the entire agreement to date between the Parties hereto
and supersedes every previous agreement, expectation, negotiation,
representation or understanding, whether oral or written, express or implied,
statutory or otherwise, between the Parties with respect to the subject matter
of this Agreement.
9.2 No
relationship of Employer-Employee.
Nothing
contained in this Agreement shall be construed as creating the relationship
of
employer and employee.
9.3 No
Assignment.
This
Agreement may not be assigned by either Party except with the prior written
consent of the other Party.
9.4 Warranty
of Good Faith.
The
Parties hereto warrant each to the other to conduct their duties and obligations
hereof in good faith and with due diligence and to employ all reasonable
endevours to fully comply with and conduct the terms and conditions of this
Agreement.
9.5 Further
Assurances.
The
Parties will from time to time after the execution of this Agreement make,
do,
execute or cause or permit to be made, done or executed, all such further and
other acts, deeds, things, devices and assurances in law whatsoever as may
be
required to carry out the true intention and to give full force and effect
to
this Agreement.
9.6 Representation
and Costs.
It is
hereby acknowledged by each of the Parties hereto that, as between the Company
and the Consultant herein, Xxxxxx Xxxxxx, Barristers and Solicitors, acts solely
for the Company, and that the Consultant has been advised by Xxxxxx Xxxxxx
to
obtain independent legal advice with respect to this Agreement
9.7 Applicable
Law.
The
situs of this Agreement is Las Vegas, Nevada, and for all purposes this
Agreement will be governed exclusively by and construed and enforced in
accordance with the laws prevailing in the State of Nevada. This Agreement
shall
be exclusively litigated in Nevada unless the Parties voluntarily consent
otherwise in writing.
9.8 Severability
and Construction.
Each
Article, section, paragraph, term and provision of this Agreement, and any
portion thereof, shall be considered severable, and if, for any reason, any
portion of this Agreement is determined to be invalid, contrary to or in
conflict with any applicable present or future law, rule or regulation in a
final unappealable ruling issued by any court, agency or tribunal with valid
jurisdiction in a proceeding to which any Party hereto is a party, that ruling
shall not impair the operation of, or have any other effect upon, such other
portions of this Agreement as may remain otherwise intelligible (all of which
shall remain binding on the Parties and continue to be given full force and
effect as of the date upon which the ruling becomes final).
9.9 Consents
and Waivers.
No
consent or waiver expressed or implied by either Party in respect of any breach
or default by the other in the performance by such other of its obligations
hereunder shall:
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(a)
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be
valid unless it is in writing and stated to be a consent or waiver
pursuant to this section;
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(b)
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be
relied upon as a consent to or waiver of any other breach or default
of
the same or any other obligation or constitute a general waiver under
this
Agreement; or
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(c)
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eliminate
or modify the need for a specific consent or waiver pursuant to this
section in any other or subsequent
instance.
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IN
WITNESS WHEREOF
the
Parties hereto have hereunto set their respective hands and seals in the
presence of their duly authorized signatories effective as at the date first
above written.
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The
CORPORATE SEAL of
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was
hereunto affixed in the presence of:
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/s/
Xx Xx
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(C/S)
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Authorized
Signatory
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SIGNED
and DELIVERED by
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XXXXXX
XXX
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in
the presence of:
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/s/
Xxxxxxx Xxxxxxx
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)
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Witness
Signature
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)
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/s/
Xxxxxx Xxx
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XXXXXX
XXX
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