Consulting Services Agreement
Exhibit 10.3
This Agreement is entered into effective February 1, 2006 by and between Canyon Resources
Corporation, a Delaware corporation, (hereinafter “Company”), and Xxxx X. Xxxxx (hereinafter
“Consultant”).
1. The
Services: Consultant shall perform for Company the consulting services (hereinafter the
“Services”) described in Section A of the Schedule by this reference is incorporated herein.
2. Performance and Schedule: The Services shall be performed during the period mentioned in Section
B of the Schedule. Company and Consultant, however, may terminate this Agreement at any time
without cause upon giving Consultant ten (10) days written notice of termination.
3. Compensation:
For satisfactory performance of the Services, Company shall pay Consultant
compensation in accordance with Section C of the Schedule.
4. Independent Contractor: In performing the Service, Consultant shall operate as and have the
status
of an independent contractor and shall not act as or be an agent, partner or employee of Company.
As an
independent contractor, Consultant will be solely responsible for determining the means, manner,
and
method for performing the Services. Company shall have no right to control or to exercise any
supervision
over Consultant as to how the Services will be accomplished. The independent contractor is not
entitled to workers’ compensation benefits and the independent contractor is obligated to pay
federal
and state income taxes on any monies earned pursuant to the contract relationship.
5. Company’s Representative: Consultant shall report to and consult with Company through a
representative designated by Company (hereinafter
Company’s Representative). The name of
Company’s Representative is Xxxxx Xxxxxxx, President & CEO.
6. Compliance With Law: Consultant shall give all necessary notices and shall comply and ensure
that
all Consultant’s subcontractors and suppliers comply with all applicable federal, state, and local
laws,
ordinances, governmental rules and regulations relative to the Services.
7. Warranty: Consultant shall perform the Services with that standard of care, skill, and diligence
normally provided by a professional person or firm in the performance of similar consulting
services.
8. Insurance: All of Consultant’s activities hereunder shall be at Consultant’s own risk, and
Consultant
shall not be entitled to Worker’s Compensation or other insurance protection provided by Company,
nor shall Consultant be entitled to the benefit of any other plans or programs intended for
Company’s employees.
9. Confidentiality: All knowledge and information acquired or developed by or on behalf of
Consultant
hereunder shall be and remain the confidential and proprietary information of Company. Any
information
acquired or developed by Consultant hereunder shall be returned to Company upon request, or at the
termination of this Agreement. Consultant shall ensure that Consultant and those performing on
Consultant’s behalf maintain strict security over all knowledge and information acquired or
developed by
Consultant during the performance of this Agreement and shall not divulge any such knowledge or
information directly or indirectly to any person, other than the authorized representatives of
Company,
without Company’s prior written consent. The obligations of confidentiality set forth herein shall
survive
termination of this Agreement for a period of two (2) years.
10. Conflicts of interest: From the commencement of this Agreement until the completion of the
Services
or until this Agreement is terminated, whichever occurs earlier, the Consultant shall:
| (i) | Ensure that it undertakes no service, task or job or enter into any arrangement or do anything whatsoever with, for or on behalf of any third party (other than in the proper performance of this Agreement) which would create a conflict of interest in connection with the Consultant’s role hereunder, without the written approval of Company which written approval shall not be unreasonably withheld or delayed; |
| (ii) | Notify Company as soon as reasonably practicable and in writing of any situation concerning Consultant or any subcontractor appointed in accordance with Clause 11 below or any of its or their affiliates, which may reasonably be considered to give rise to a conflict of interest; | |
| (iii) | Company may require Consultant to take such steps as will avoid or remove any conflict arising and, if Consultant fails to take such steps or if in the opinion of Company such steps do not avoid or remove the conflict, Company may immediately terminate this Agreement. |
11. Subcontracts and Assignments: Consultant’s rights and obligations hereunder are deemed to be
personal and may not be transferred or assigned, and any attempted assignment shall be void and of
no
effect.
12. No
Exclusive Obligation: It is expressly recognized by Company that Consultant may be
performing consulting work for clients other that Company, and that Consultant makes no
commitments as to specific dates or times that Consultant will conduct such services.
13. Modification; Waiver; Construction: No change orders, modification to, addition to, or waiver
of
any of the provisions of this Agreement shall be binding upon either party unless in writing signed
by an
authorized representative of each party.
14. Notice: Any notice required or permitted hereunder shall be deemed to have been properly given
when delivered personally to the party for whom it is intended or seventy-two (72) hours after
deposit in
the U.S. Mail (certified and return receipt requested) of an original or confirming copy or
twenty-four (24)
hours after entrustment to a professional overnight courier service, or upon receipt of
transmission by
facsimile, with all necessary postage or charges fully prepaid, addressed to the party for whom it
is
intended, at the addresses set forth in Section D of the Schedule.
15. Severability: In the event that any of the provisions, or portions or applications thereof, of
this
Agreement are held to be unenforceable or invalid by any court of competent jurisdiction,
Consultant and
Company shall negotiate an equitable adjustment in the provisions of this Agreement with a view
toward
effecting the purpose of this Agreement and the validity and enforceability of the remaining
provisions, or
portions or applications thereof, shall not be affected thereby.
16. Governing Law: The validity, interpretation, and enforcement of this Agreement shall be
governed
by the law of the state of Colorado. The venue of any action filed under this Agreement shall be in
the
court of the state of Colorado.
17. Entire Agreement: This Agreement, including the Schedule attached hereto and by this reference
incorporated herein, sets forth the full and complete understanding of the parties hereto as of the
dated
hereof relating to the subject matter hereof and supersedes any and all prior negotiations and
dealings.
In
Witness Whereof, the parties hereto have entered into the
Agreement effective as of the date
first above written.
| Witness: | Company: | |||
| By: | /s/ Xxxxx K.B. Xxxxxxx | |||
| Title: President & CEO | ||||
| Witness: | Consultant: | |||
| By | /s/ Xxxx X. Xxxxx | |||
| Title | ||||
| Federal Tax ID # | ###-##-#### | |||
Section A — Scope of Services
The Services to be performed by Consultant under this Agreement shall be generally as described in
this Paragraph 1 below. The primary location for Consultant’s performance of consulting Services
shall be as described in this Paragraph 1 below:
Consultant shall provide financial, technical and management consulting services to the
Company as required.
Section B — Term of the Agreement
Unless sooner terminated by Company, the term of this Agreement shall commence as of February 1,
2006 and shall continue through July 31, 2006 or upon satisfactory completion of the Services prior
to such date.
Section C
— Compensation — Cost Not to Exceed
1. As full compensation for the Services (except only for reimbursement of expenses under Paragraph
2
below) performed or provided by Consultant hereunder, and any equipment, materials, and personnel
utilized by Consultant, Company will pay Consultant as described below, such payment due and
payable
as described below:
a)
Day rate of $750 per eight hour day or pro-rata thereof for consulting services
requested by the
Company.
b) Effective February 1, 2006 Company will grant to Consultant options on 150,000 shares of
the
Company’s stock. Such option grant will be from the Company’s Non-Qualified Stock Option
Plan and have a term of three (3) years.
2. In addition to payments for Services, Company will reimburse Consultant for the following
expenses
incurred in the performance of the Services under this Agreement:
| (a) | travel undertaken in the performance of Services hereunder at Company’s request or with Company’s prior written approval, air travel to be by the most direct route and at the lowest fare available; | ||
| (b) | reasonable and necessary expenses incurred by Consultant for food and lodging associated with (a) above; | ||
| (c) | the actual cost to Consultant of long-distance telephone charges, cable, and telex charges: | ||
| (d) | prints and reproductions; | ||
| (e) | postage, express, air express, and air freight charges; | ||
| (f) | use of personal automobiles or vehicles at the rate of $0.485 per mile for mileage. | ||
| (g) | other reasonable costs and expenses incurred in the performance of Services hereunder which are not covered under Paragraph 1 above and which are approved in advance and in writing by Company. |
3, On or about the fifth day of each month, Consultant shall submit to Company an itemized invoice showing
Consultant’s charges for Services and reimbursable expenses for the preceding month. Such invoice shall include a description of Services performed and a breakdown of time spent on each
task. Consultant shall submit with Consultant’s invoice expense reports on forms acceptable to Company, listing all items for which
Consultant requests reimbursement. Such reports shall itemize expenses separately by categories and, within categories, by trip, by purpose, and by nature of the expense. Receipts shall be attached for all
expenditures for lodging, transportation or auto rental; for all other travel and entertainment expenditures of $25 or more; and for all other expenditures of $10 or more. Within
thirty (30) days after receiving Consultant’s invoice and supporting documentation, Company shall review, verify and accept or reject the same in whole or in part.
Company shall have the right to recover amounts paid for overcharges.
4. The compensation paid to Consultant hereunder shall constitute full payment and satisfaction for
all
Services of every kind and character rendered by Consultant hereunder and shall be in lieu of other
compensation, reimbursement, commissions, payments, fees, or other charges at any time claimed by
Consultant from Company, whether in conjunction with the Services rendered hereunder or otherwise.
Consultant shall not incur and demand reimbursement for any expenses, subcontracts, employees, or
agents except as specified herein or mutually agreed upon in writing by the parties.
Section D - Notices
Notices to Company shall be sent to:
Name:
|
Xxxxx Xxxxxxx | |
Title:
|
President & CEO | |
Address:
|
00000 Xxxxxx Xxxx Xxxxxxx, Xxxxx 000, Xxxxxx, XX 00000 | |
Fax:
|
(000) 000-0000 |
Notices to Consultant shall be sent to:
Name:
|
Xxxx X. Xxxxx | |
Address:
|
0000 Xxxx Xxxxxx Xxxxxx | |
| Xxxxxxxxxx Xxxxxxxx, 00000 | ||
Phone:
|
(000) 000-0000 |
